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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______
Commission File Number 001-01416
SAMES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State of incorporation)
36-0808480
(I.R.S. Employer Identification No.)
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS
(Address of principal executive offices)
60131
(Zip Code)
(847) 737-5970
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
---------------------- ------------------------------------
CAPITAL STOCK, $1.00 AMERICAN STOCK EXCHANGE
PAR VALUE PER SHARE CHICAGO STOCK EXCHANGE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes_X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock of the Registrant held by
non-affiliates was approximately $27,258,364 as of March 30, 2001 (based on the
closing sale price as reported by the American Stock Exchange as of such date).
As of March 30, 2001, the Registrant had outstanding 2,934,602 shares of
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the definitive Proxy Incorporated into Part III
Statement for the Registrant's Annual Meeting
of Stockholders to be held on May 31, 2001.
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PART I
ITEM 1. BUSINESS
GENERAL
Sames Corporation, a Delaware corporation incorporated on January 2, 1929 as
a successor to a business founded in 1890, and its subsidiaries (hereinafter
referred to collectively as the "Company" or "Sames") are engaged in the
manufacture and sale of high-quality electrostatic spray finishing and coating
application equipment. The Company designs and assembles the majority of its
products at its facility in Meylan, France. The Company serves its primary
geographic markets in Europe, North and South America and the Pacific Rim
through an extensive network of direct sales, distributors, agents and systems
integrators. Please see the consolidated financial statements and notes thereto
of the Company included herewith for information regarding the consolidated
results of continuing operations of the Company attributable to certain
countries in each of the Company's geographic markets. The Company generates
over 70% of its sales outside the United States and sells its products primarily
to the automotive industry and general industrial finishing and automotive
refinishing markets.
The Company divides its electrostatic products into two general groups:
standard products and engineered systems. In addition, new pollution control
products is an emerging third group.
Standard products including spare parts represented almost 60% of the
Company's revenue in 2000. The Company sells more than 100 different models of
liquid electrostatic and powder spray applicators, painting machines, powder
delivery products and powder spray booths. These products are designed to be
used alone or combined to create a system. The Company also offers standard
packages of these products combined into stand-alone turnkey systems. Standard
products represented approximately 28% of the Company's total revenue in fiscal
2000. Approximately 31% of total revenue for fiscal 2000 resulted from the sale
of spare parts, which provide a recurring and predictable high margin revenue
stream for the Company.
Engineered systems represented approximately 40% of the Company's total
revenue in fiscal 2000. Engineered systems are custom engineered for specific
applications, manufactured on demand, and may have limited use in other
applications. Engineered systems typically consist of an entire finishing system
and often include numerous standard products in their composition.
The Company maintains its administrative headquarters in Franklin Park, IL
and operates primarily from facilities in the United States, France, Germany,
Sweden and Japan. See Note 14 to the Company's Consolidated Financial Statements
included herewith for information regarding the Company's operations by country.
PRODUCTS
The Company assembles the majority of its products at its French subsidiary,
Sames S.A., and markets its products worldwide through a direct sales force of
over 55 people and over 200 third party distributors, agents and systems
integrators. Sames provides a complete line of liquid electrostatic and powder
application technology for the general industry and automotive markets on a
global basis. In addition, complementary equipment to the application equipment
technology allows the Company to provide complete paint and powder coating
systems. The complementary equipment includes delivery and circulation systems,
overhead and side machines, reciprocators, powder spray booths and recovery
systems and control packages. The Company manufactures over 50 different models
of electrostatic manual and automatic spray applicators for the application of
liquid paint and powder. The Company purchases finished components from
suppliers primarily located in Europe and North America. The materials and
components purchased by the Company are readily available from a number of
suppliers in both areas. The Company recently reduced the number of suppliers
from approximately 900 to less than 400. By further reducing the number of
vendors and improving production processes, the Company anticipates
2
savings on cost of materials over the next 24 months. Furthermore, the Company
believes its strategy will lower manufacturing costs and the working capital
investment required to fund stocked inventories of components and parts.
Sames was the first to develop electrostatic application technology for
powder coatings. The technology has evolved within Sames to a complete range of
applicators, including electrostatic and tribocharging technology. The
application of the powder coatings can be accomplished through a manual or
automatic spray gun, powder bell or disk.
Electrostatic technology is the process of generating an electrical charge
that causes paint or powder particles to be attracted to a grounded surface. Due
to the electrical attraction of a charged particle to a grounded product, the
transfer efficiency of the coating material can be greatly improved. The net
result is more coating material on the object and less wasted in the air, where
it contributes to pollution. The electrical charge can be generated by a power
source or through frictional contact known as tribocharging. The tribocharging
process is limited to powder coating materials. With over 50 years of experience
and expertise in electrostatic technology, Sames is recognized as a world leader
in the development of liquid and powder application equipment.
Sames liquid electrostatic application equipment ranges from manual
application spray guns to robot mounted spray guns and rotary atomizers to
sophisticated rotary atomizers developed specifically for the automotive
industry.
For example, the newly developed Accuspeed System designed and manufactured
by Sames offers automotive customers a technology that enables them to
robotically spray waterborne materials at very high line speeds, and the system
allows a spraying robot to change application devices very quickly. This
technology is already well known and is being tested and strongly considered for
use by several leading car manufacturers in the United States, Europe and Japan.
This innovation allows for the design of very flexible automatic paint
processes.
The main benefits of this technology are:
- Higher transfer efficiency than with conventional external change systems
- Very low paint waste during color change
- Easier maintenance
- Ability to quickly change applicators and atomizing devices
- Quick return on investment due to paint savings
The major remaining challenge for powder coating installations is to reduce
the length of time for a color change. Sames developed the PVV EasyColor powder
system that allows for a color change in 10 minutes, including the automatic
cleaning of the application equipment. The PVV powder booth is constructed of a
plastic and honeycomb composite to minimize powder accumulation on the booth
walls. Introduced during late 1999, the PVV is selling within a range of 8 to 10
systems per year.
Sames also continues to develop products for the growing general industry
market. Building on its success with the MIV 660 manual liquid electrostatic
spray gun, Sames has recently developed the PIV automatic liquid electrostatic
spray gun, which is modeled after the MIV. In addition, Sames will introduce a
general industry version (the PPH 308) of the successful PPH 607 used in the
automotive market, that is equipped with a magnetic turbine (exclusive to
Sames), and satisfies the toughest requirements in terms of surface quality,
transfer efficiency and ease of maintenance. The PPH 308 will also feature a
magnetic turbine and improved application performance and ease of maintenance.
The Company recently has agreed to sell the first 24 units of a high-tension
generator specifically designed to remove pollutant particles from tall
chimneys. This application, initially designed for EDF
3
(France's national electricity company), can be sold to other utilities globally
as well as to other non-related industries, such as cement manufacturers. The
product is protected by a number of patents and should generate high gross
margins on revenues.
As Sames looks to the future, product development will continue to focus on
the demands and needs of the marketplace. This includes matching the products
developed by Sames with the new developments of industry partners. As the
marketplace looks toward new coating materials, substrates, and finishing
processes, management expects that Sames will continue to be a leader in the
design, manufacture and sale of high-quality electrostatic spray finishing and
coating application equipment.
RESEARCH AND DEVELOPMENT
The Company's research and development activities focus on both the
improvement of existing and development of new electrostatic equipment. Through
its research efforts, the Company was the first to launch widely accepted
electrostatic powder bells and internal charge electrostatic applicators for
water-soluble materials. Each of these developments has significantly improved
transfer efficiency, addressing concerns regarding customers' material costs and
the environment. The Company has introduced 20 new products in the past three
fiscal years. Once a new product has been brought to market, the Company focuses
its efforts on refinements to improve efficiency and accuracy and to achieve
greater cost competitiveness. The Company spent approximately $3.0 million,
$3.7 million and $3.8 million during fiscal year 2000, 1999, and 1998,
respectively, on activities relating to research and development of products and
services.
DISTRIBUTION AND MARKETING
The Company strives to be a leading, worldwide supplier of automotive and
general industry electrostatic paint application products through a combination
of direct sales, agents and distributors. Its automotive products are sold
directly to automotive manufacturers and first tier suppliers, as well as to
integrators, which provide "turnkey" paint shop projects to the manufacturer.
Its automotive products designed for robotic application are often sold directly
to the robot manufacturer. Under its agreement with Fanuc Robotics North
America, Inc., a leading manufacturer of robotics in automotive OEM paint
systems, the Company distributes certain Sames automotive products in North and
South America through Fanuc. In response to Toyota's announcement that it would
convert its production facilities in Japan from solvent-borne paint to more
eco-friendly water-borne paint over the next five years, Sames and Trinity
Industrial Corporation spent more than a year working on joint development of a
compact, low-cost paint application system that utilizes robots for faster color
change times and minimum paint loss. The Company expects the sale and marketing
of its Cassette Bell System ("CBS"), which met or surpassed Toyota's
expectations, to begin in 2001. Sames North America, Inc. is the Company's
selling and servicing presence in North America; similar functions are performed
by Sames, S.A., in Meylan, France. The Company also maintains a direct selling
presence in Japan, Korea, Germany, China, England and Spain. It also expects to
open representative offices in India and Brazil.
The Company sells its general industry products both directly and through
agents and distributors in over 40 countries throughout the world. The Company
has negotiated expansion of its distribution network in the Americas, as well as
in Japan within the past year. The Company has entered into a strategic alliance
with JBI, L.P., a leading manufacturer of paint spray booths in North America
based in Osseo, Wisconsin, which will both manufacture the Company's powder
booths and support the marketing of general industry products to a distributor
network in North America. In 2000, the Company reached an agreement with Anest
Iwata for the distribution of products for the general industrial market on a
private label basis in certain Asian markets.
4
COMPETITION
The Company believes that it is one of the main suppliers and manufacturers
of electrostatic automotive paint applications systems and products (both liquid
and powder) and has a significant presence in the general industry market for
these products as well. There are many other manufacturers of electrostatic
applications equipment that also engage in other lines of business, principally
Graco Incorporated, Illinois Tool Works Inc., Nordson Corporation, Kremlin and
Durr Beteiligungs-AG.
EMPLOYEES
As of December 31, 2000, the Company employed a total of approximately 436
persons principally located in the United States and France and also in Sweden,
Germany, Japan, Korea, China, England and Spain.
CONCENTRATION
The amount of business conducted with particular customers varies
significantly from year to year. Sales to the automotive industry as a whole
(which includes several different manufacturers as well as different divisions
or facilities within some manufacturers) generally have accounted for between
70% and 80% of the Company's consolidated net sales in past years. No single
customer accounts for more than 10% of the Company's net sales.
BACKLOG OF ORDERS
The Company's backlog of orders as of December 31, 2000 was approximately
$26.3 million as compared to approximately $23.7 million as of November 30,
1999. All of the orders in backlog as of December 31, 2000 are expected to be
filled within fiscal 2001. The volume of backlog at any given time is subject to
significant variations depending upon the number of orders received and the
degree of completion of pending industrial equipment products which, by their
nature, are completed over a period of time pursuant to sizable contracts. The
difference in backlog between December 31, 2000 and November 30, 1999 is
attributable to these factors. The business of the Company is not materially
affected by seasonal factors, and the Company's backlog is not generally a
result of such factors.
MATERIALS
The Company assembles essentially all of its products with parts that are
manufactured by suppliers primarily located in Europe and North America. The
majority of the Company's products are comprised of finished parts. The
materials and components purchased by the Company are readily available from a
number of suppliers.
INTELLECTUAL PROPERTY
The Company owns a number of patents in the United States and other
countries pertaining to electrostatic spray equipment, and has a number of
presently pending applications for patents in the United States and other
countries. The Company does not consider its business to be materially dependent
on any single patent or group of patents, or any pending application for any
patent. The Company has registered its "Sames" trademark in the United States.
The "Sames" trademark is registered in numerous other countries as are 10 other
Sames product trademarks. The Company also has a worldwide, non-exclusive,
lifetime license to use certain Behr Systems, Inc. patents.
5
ENVIRONMENTAL
Federal, state, local and international provisions that have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment, have not materially affected the
Company's capital expenditures, earnings or financial condition.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are listed below (1).
Arnold H. Dratt, age 56, has been the President, CEO and a director of the
Company since October 1998. In April of 2000, Mr. Dratt became Chairman of the
Board. Mr. Dratt has also served as the president of the Dratt-Campbell Company,
a management consulting firm, since he co-founded it in 1991. In such capacity,
Mr. Dratt was a consultant to the Company from January 1998 until
September 1998. Mr. Dratt's consulting agreement under which he serves as
President, CEO and a director of the Company terminates on April 27, 2001, at
which time he will resign and no longer serve in any capacity with the Company.
Matthew J. Koller, age 53, has been Vice President--Financial Reporting of
the Company since April 2000. Mr. Koller was first employed as Assistant
Controller of the Company in September 1999.
Ronald A. Koltz, age 51, has been Vice President--Controller Corporate
Accounting since January 1999. Mr. Koltz was employed by the Company from
October 1972 until September 1998. He served as Controller of the Company from
September 1994 until September 1998. He briefly held the same position at ITW
Binks, which purchased certain assets from the Company, from October 1998 until
January 1, 1999, when he rejoined the Company.
------------------------
(1). All officers' terms expire in 2001.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in a leased facility
comprising 3,500 square feet in Franklin Park, Illinois. The Company also leases
its primary North American operational center, located in Livonia, Michigan.
This 45,000 square foot facility is a combined office, demonstration and
distribution center. Sames North America also leases another 6,500 square foot
facility in Livonia, Michigan, which serves as a demonstration and testing
center.
The Company's non-U.S. subsidiaries own and occupy manufacturing and office
facilities in France and Sweden aggregating approximately 110,000 square feet,
and lease property for such purposes principally in Japan and Germany
aggregating approximately 13,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company has certain contingent liabilities resulting from litigation and
claims incident to the ordinary course of business. Management believes that the
probable resolution of such contingencies should not materially affect the
financial position or results of operations of the Company. However, if adverse
judgments are entered against the Company, the payment of such judgments could
have a material adverse effect on the Company's liquidity.
On February 24, 1997, Chester Baranowski, the former President of Binks
Canada, brought suit against the Company seeking $4.55 million claiming wrongful
dismissal, breach of contract and non-payment of certain salary and employee
benefits. The Company has denied all substantive allegations and filed a
counterclaim on November 28, 1997 against Baranowski for breach of fiduciary
duty and conspiracy with Burke B. Roche to injure the Company. The case went to
trial in the Superior Court of Justice at Toronto, Canada and reasons for
judgement were issued January 12, 2000, on which date
6
Mr. Baranowski's claims against the Company were dismissed. His claim against
Binks Canada was allowed and he was awarded damages equal to 36 months' salary
which Binks Canada estimated to be CND $410,844. He was also required to repay
to Binks Canada a loan less certain amounts that had been forgiven under
arrangements between him and the Company. The details of the judgment have not
yet been settled, and both parties are proceeding with appeals. The judgment is
stayed without security pending the disposition of the appeals by the Ontario
Court of Appeal.
As part of the original sale agreement with Illinois Tool Works (ITW), dated
August 31, 1998, the Company assigned and transferred to ITW all of the accounts
receivable related to the "Binks Business". The agreement required the Company
to repurchase such accounts receivable that were not collected within 180 days.
On September 23, 1999, the Company agreed to repurchase certain receivables for
approximately $1.0 million, which was paid to ITW on September 28, 1999 and ITW
transferred back to the Company accounts receivable in the aggregate amount of
approximately $3.7 million. Through December 31, 2000, the Company had collected
approximately $.7 million of the accounts receivable. An allowance for an
uncollected amount of $.2 million was charged to loss from discontinued
operations in fiscal 2000.
The receivables repurchased from ITW and transferred back to the Company
include a receivable from Haden Drysys International Limited ("Haden"), a United
Kingdom corporation, in the amount of Pounds 434,885. On March 10, 2000, Haden
filed an arbitration claim in the International Court of Arbitration of the
International Chamber of Commerce in Paris, which proceedings are being
litigated in London, United Kingdom, against Binks Limited ("Binks UK"), a
former subsidiary of the Company that was sold to ITW as part of the sale of the
Binks Business, in the amount of approximately Pounds 3,300,000. The claim
alleges that Binks UK breached its agreements with Haden relating to automotive
paint shop equipment for an automobile plant. Pursuant to the original sale
agreement with ITW, the Company has agreed to indemnify ITW with respect to the
claim and to assume the defense of the claim on behalf of ITW. On April 13,
2000, the Company filed an answer denying the claim and a counterclaim seeking
to collect the receivable.
On June 21, 2000, ten former executive employees of the Company filed suit
against the Company and ITW claiming breach of certain retirement contracts by
the Company, which include provisions for the payment of certain medical
insurance expenses by the Company on behalf of the retirees pursuant to the
terms of the contracts. The action alleges that the Company improperly amended
the terms of the contracts to provide for the payment of 10% of such retirees'
medical insurance expense versus the 90% reimbursement that the plaintiffs claim
the Company originally contracted to pay. The plaintiffs filed a declaratory
judgement action in the Circuit Court of Cook County, Illinois asking the court
to make a determination as to whether the Company properly amended the
contracts, and asking the court to reinstate the contracts as originally
executed. The plaintiffs are seeking unspecified damages. The Company removed
the action to the United States District Court for the Northern District of
Illinois since plaintiffs action is governed by the Employee Retirement Income
Security Act of 1974 ("Erisa"). Subsequent to the removal of the action,
plaintiffs filed an amended complaint. Plaintiff's amended complaint asserts
claims for violations of ERISA, breach of fiduciary duty and breach of federal
common law. The plaintiffs seek injuctive relief, damages and request the court
to clarify plaintiffs' future rights, if any, to benefits under the contracts.
The Company and ITW have filed an answer and affirmative defenses to the amended
complaint. The parties have exchanged written discovery responses and are
currently scheduling oral discovery.
On June 23, 2000, Doran Unschuld, the former President and Chief Executive
Officer of the Company, filed suit against the Company alleging breach of
contract by the Company with respect to certain benefits payable to
Mr. Unschuld under his retirement contract with the Company. The complaint was
filed in the Circuit Court of Cook County, Illinois and seeks damages from the
Company in the amount of the monthly payments that allegedly should have been
made under the contract since May 2000, equal to $11,076 per month. He sought a
constructive trust against the Company for the amount of such
7
payments that are allegedly required to be paid by the Company under and for the
life of the contract, which total $1,329,120 over 120 months. The Company filed
an answer, affirmative defense and counterclaim against Mr. Unschuld. The
Company alleged that Mr. Unschuld breached certain fiduciary duties while he was
the Company's President and Chief Executive Officer.
In the same action, Mr. Unschuld filed suit against Mr. Arnold Dratt, the
Company's Chairman, President and Chief Executive Officer, claiming his alleged
intentional interference with Mr. Unschuld's retirement contract. The complaint
alleged that Mr. Dratt intentionally influenced the Company to terminate
Mr. Unschuld's contract with the Company for his own personal gain. He sought
compensatory damages against Mr. Dratt for the full amount of the contract in
addition to punitive damages in excess of $500,000. The Company agreed to
indemnify Mr. Dratt in connection with this action according to the terms of his
indemnification agreement with the Company. The Company answered Mr. Unschuld's
complaint and denied that it breached the retirement contract. In addition, the
Company filed a two-count counterclaim against Mr. Unschuld and alleged that
Mr. Unschuld breached certain fiduciary duties he owed to the Company and
breached the retirement contract. Mr. Dratt moved to dismiss Mr. Unschuld's
claim for intentional interference with the retirement contract.
In December 2000, the Company and Mr. Dratt entered into a settlement
agreement with Mr. Unshuld. Under the terms of the settlement agreement, the
Company paid Mr. Unshuld $.7 million in a lump sum on December 15, 2000. The
Company will have no further obligations to Mr. Unshuld under his retirement
contract. The Company and Mr. Unshuld agreed to dismiss their respective claims
against each other, and Mr. Unshuld agreed to dismiss his claim against
Mr. Dratt. The court dismissed all counts of the complaint and counterclaim in
late December 2000.
As of December 31, 2000, the Company or one of its predecessors was a
defendant in approximately 130 lawsuits filed in various state courts in Texas
on behalf of approximately 746 plaintiffs. There are also five similar cases
originally filed in the Mississippi state courts. The plaintiffs claim to have
contracted diseases, mainly silicosis, as a result of occupational exposure to
dust and other harmful substances. Each of these cases names numerous
defendants, typically more than 50. The defendants are producers or
manufacturers of raw materials, industrial equipment, safety equipment and other
products which allegedly caused or contributed to the plaintiffs' claimed
illnesses.
Virtually all of the claims asserted against Sames concern respiratory
equipment distributed or allegedly manufactured by Sames. Plaintiffs contend
that they used such equipment during their employment history and that said
equipment did not work as it should have, or inadequate warnings or instructions
were provided, allowing plaintiffs to inhale dust and other harmful substances.
Sames has an agreement wth one manufacturer of certain products distributed by
Sames under which the manufacturer pays all defense and indemnity costs of Sames
if the plaintiff identifies a respirator made by the manufacturer as a product
which allegedly contributed to the plaintiff's illness.
Under the 1998 sale agreement with ITW, Sames retained responsibility for
all product liability claims except those arising from products sold after the
closing date of the sale. To date, each of the silicosis claims against Sames
arises from products sold prior to the closing date, so that Sames retains
responsibility for all of them. To date, the Company's insurers have defended
and paid agreed upon settlements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 2000.
8
PART II
ITEM 5. MARKET FOR THE COMPANY'S CAPITAL STOCK AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the American and Chicago Stock
Exchanges. The Company did not pay dividends on its common stock during 1999 or
2000. The high and low sales prices for each quarterly period within the two
most recent fiscal years, as reported by the American Stock Exchange with
respect to the common stock of the Company are as follows:
HIGH LOW
QUARTER ENDING ----------- ----------
February 28, 1999........................................... $18 7/8 $12 7/8
May 31, 1999................................................ 19 15
August 31, 1999............................................. 24 1/4 16 3/4
November 30, 1999........................................... 22 3/8 14 1/2
March 31, 2000.............................................. 17 1/2 13 3/8
June 30, 2000............................................... 17 1/2 12 3/4
September 30, 2000.......................................... 16 3/8 13 1/8
December 31, 2000........................................... 14 1/8 10 1/2
On March 30, 2001, the last reported sales price of the Company's common
stock as reported on the American Stock Exchange was $9.40 per share. As of
March 30, 2001, there were approximately 706 holders of record of the Company's
common stock, which is the only class of equity securities of the Company
outstanding. Computershare Investor Services, Chicago, Illinois, is the transfer
agent and registrar of the Company's common stock.
9
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEARS ENDED DECEMBER 31, 2000--CONTINUING OPERATIONS
(In thousands, except share amounts.)
The following table presents the Company's selected historical financial
data at the dates and for each of the periods indicated. The financial data as
of December 31, 2000 and for each of the years ended December 31, 2000 and
November 30, 1999 and 1998 has been derived from the audited consolidated
financial statements included elsewhere herein. The financial data as of
November 30, 1999, 1998, 1997 and 1996 and for the years ended November 30, 1997
and 1996 have been derived from previously audited consolidated financial
statements not included herein, as adjusted to give effect to the sale of
certain of the Company's domestic divisions, foreign subsidiaries, and standard
product lines to Illinois Tool Works Inc. This selected financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's consolidated financial
statements and related notes included elsewhere herein.
YEAR ENDED
DECEMBER 31, YEAR ENDED NOVEMBER 30,
------------- -----------------------------------------
2000 1999 1998 1997 1996
------------- -------- -------- -------- --------
Net sales................................. $80,864 $92,959 $122,370 $97,297 $140,530
Cost of goods sold........................ 55,124 57,345 83,719 61,029 95,641
Selling, general and administrative
expenses................................ 25,643 27,298 29,578 28,916 29,968
Research and development costs............ 3,045 3,686 3,760 3,793 2,978
Litigation settlement costs (a)........... -- -- 10, 675 -- --
------- ------- -------- ------- --------
Operating income (loss)................... (2,948) 4,630 (5,362) 3,559 11,943
Interest expense.......................... 888 863 759 783 1,090
Other expense (income).................... 118 (848) (299) (1,147) (9)
------- ------- -------- ------- --------
Income (loss) before income taxes......... (3,954) 4,615 (5,822) 3,923 10,862
Income tax expense (benefit).............. 1,741 1,475 (2,564) 1,744 4,563
------- ------- -------- ------- --------
Income (loss)--continuing operations...... (5,695) 3,140 (3,258) 2,179 6,299
======= ======= ======== ======= ========
Income (loss) per share--continuing
operations:
Basic............................. $ (1.94) $ 1.06 $ (1.10) $ .71 $ 2.04
======= ======= ======== ======= ========
Diluted........................... $ (1.94) $ 1.05 $ (1.10) $ .70 $ 2.04
======= ======= ======== ======= ========
Cash dividends per share.................. $ -- -- -- $ .30 $ .40
Average number of shares outstanding:
Basic............................. 2,932 2,966 2,965 3,066 3,089
======= ======= ======== ======= ========
Diluted........................... 2,932 2,980 2,965 3,102 3,092
======= ======= ======== ======= ========
Total assets.............................. $61,645 $77,116 $ 80,964 $94,005 $183,806
======= ======= ======== ======= ========
Long-term debt, including current
maturities.............................. $ 2,584 $ 4,278 $ 1,434 $ 1,529 $ 2,008
======= ======= ======== ======= ========
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(a) During fiscal 1998, the Company recorded costs and expenses related to the
settlement of patent infringement litigation, which amounted to
$10.7 million ($6.2 million, net of tax benefits).
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PENDING SALE OF SAMES
In November 2000, Sames announced the proposed sale of the Company, citing
global industry trends that appear to favor vertical integration in the
automotive paint application market, and integrators that are developing or
acquiring spray application equipment and technology in order to offer
"in-house' turnkey solutions. In addition, the Company noted that automotive
customers are rapidly migrating toward robotic solutions over machines, a
product that Sames has historically designed and installed. Although the Company
produces applicators both for machines and robots, the Company's machine-related
products resulted in significantly more revenue per installation. The Company
has received indications of interest from two multi-national companies which are
currently in their final stages of due diligence. No assurances can be given
that an offer will be made by these companies or if made, that such offers will
be acceptable to the Company. Based on the Company's current financial
performance, the downturn in the worldwide automotive business, and the
difficulty in quantifying a number of "Binks business" liabilities which still
remain, the Board believes that any offers received could be below the current
market price of the Company's stock.
CEO RETIREMENT
Mr. Dratt's previously announced retirement has now been set for April 27,
2001, when he will return to his consulting practice. He will remain as a
consultant to the Company in connection with the completion of the sale process
and certain other matters, including discontinued operations. Directors Scott
Flaig and Wayne Edwards, a former Chairman, will assume the role of interim
co-Chairmen. They will direct efforts to elect a new CEO and have already begun
working with senior management globally to refine the 2001 operating plan.
FISCAL YEAR 2001
The Company's focus in 2001 will be toward standard products with less
reliance on large automotive systems where the Company custom designs and often
is responsible for the installation of the entire system. Both standard products
and spares in the automotive and general industry lines of businesses maintained
gross margins in excess of 40%, and the revised 2001 operating plan will focus
on these higher margin product lines and technological advances within these
product lines, together with smaller system installations. The Company expects
improvements in gross margins in 2001 as more emphasis is placed on a mix of
standard and spare parts and less commitment is made to engineered systems,
especially those systems that are not geographically and economically feasible
to build. With reductions in the engineered systems business the Company expects
proportionate reductions in selling, general and administrative expenses
associated with this business, especially with the departure of a number of
systems' engineering staff.
1998 SALE OF BUSINESS
On August 31, 1998, the Company announced it had signed a definitive
agreement with Illinois Tool Works Inc. ("ITW") to sell certain of the Company's
domestic divisions, foreign subsidiaries, and standard product lines. On
September 30, 1998, the Company completed the sale transaction.
Under the terms of the sale, ITW purchased all assets related to the
manufacture and distribution of Binks standard products in the U.S., including a
leased manufacturing facility in Longmont, Colorado; the Poly-Craft Systems
division in Cottage Grove, Oregon; the research and development facility in
Boulder, Colorado; and certain domestic branches and warehouses. International
operations included in the sale were businesses in the U.K., Belgium, Germany,
Australia and a portion of the Canadian operation. All employees of the acquired
businesses became employees of ITW upon closing of the transaction (the "Binks
Business"). As part of the agreement, ITW assumed certain liabilities of the
acquired portion of the
11
businesses. The above operations are classified as discontinued operations in
the Company's consolidated financial statements.
The Company recorded a net gain on the sale of $7.7 million in the year
ended November 30, 1998. No income tax provision was recorded because operating
losses of the discontinued operations offset the taxable gain. For purposes of
determining the gain on the sale and the results of discontinued operations, the
Company had estimated the amount of the post-closing adjustment required under
the sale agreement.
1999 ITW SETTLEMENT AGREEMENT
On September 23, 1999, the Company reached agreement with ITW to resolve an
outstanding dispute relating to the purchase price adjustment associated with
the sale. Under terms of the settlement, the Company agreed to pay ITW
approximately $6.1 million in 16 quarterly installments. The initial payment was
made on September 30, 1999 in the amount of $385,458, and the final payment will
be made on June 30, 2003. As a result of the agreement, the Company recorded a
charge of $1.2 million to discontinued operations in the third quarter ended
August 31, 1999, after discounting the settlement and considering the
pre-existing accrual. As part of the initial sale agreement with ITW, the
Company assigned and transferred to ITW all of the accounts receivable related
to the Binks Business. The sale agreement required the Company to repurchase
such accounts receivable which were not collected within 180 days. On
September 23, 1999, the Company agreed to repurchase certain receivables for
approximately $1.0 million, which was paid on September 28, 1999. As of
December 31, 2000 the Company had collected $.7 million of the accounts
receivable. An allowance for an uncollected amount of $.2 million was charged to
loss from discontinued operations in fiscal year 2000.
NEW FISCAL YEAR
The Company determined to change its fiscal year end from November 30 to
December 31 effective for the year beginning January 1, 2000. The new fiscal
year will allow the Company to conform its quarterly reporting periods to those
predominantly used by other companies in its industry. The Company has not
presented statements of operations and accompanying notes for the years ended
December 31, 1999 and 1998 but has instead presented statements of operations
and accompanying notes for the years ended November 30, 1999 and 1998. Because
the adoption of the new fiscal year resulted in only a one month change in
annual and quarterly (see Note 8) financial reporting periods, the Company
believes that fiscal 2000 financial information is sufficiently comparable to
the corresponding fiscal 1999 and 1998 financial information, as originally
reported, in terms of seasonal and other factors. Accordingly, the Company did
not deem it practical nor could it justify the additional cost to prepare and
present statements of operations and accompanying notes for the years ended
December 31, 1999 and 1998.
COMPARISON OF RESULTS OF CONTINUING OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
2000 WITH THE YEAR ENDED NOVEMBER 30, 1999
NET SALES. Net sales for the year ended December 31, 2000 were
$80.9 million, a decrease of $12.1 million from net sales of $93.0 million for
the year ended November 30, 1999. The decrease in sales was primarily driven by
fewer large automotive paint shop installations. In addition, had the average
exchange value of the French franc not declined from 1999, sales would have been
$5.6 million higher in 2000. The remaining sales decline was attributable to
lower sales levels in Sames North America. During 1999, the sales mix of Sames
S.A. was more heavily weighted toward lower volume, higher margin standard
equipment and spare parts sales.
GROSS PROFIT. Gross profit for the year ended December 31, 2000 was
$25.7 million, a decrease of 28% from gross profit of $35.6 million for fiscal
year 1999. Gross profit was 32% and 38% of net sales for 2000 and 1999,
respectively. The decrease in 2000 over 1999 was due primarily to cost overruns
and substantially lower margins resulting from completion of a number of paint
shop installations.
12
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
("SG&A") expense decreased to $25.6 million for the year ended December 31, 2000
compared to $27.3 million for the fiscal year ended 1999 and represented 32% and
29% of sales, respectively. In fiscal year 2000 and 1999, the Company recorded
charges of $.7 million and $.9 million, respectively, for severance costs.
Excluding these charges, SG&A as a percentage of sales would have been 31% and
28% in fiscal 2000 and 1999, respectively. The higher percentage in 2000
reflects primarily selling and promotional activities as the Company continued
to expand its sales distribution network in North America and Japan. General and
administrative expenses declined by approximately 5% in 2000 and also declined
14% in 1999. Selling expenses declined approximately 4% in 2000 due to the
decrease in revenue from 1999.
RESEARCH AND DEVELOPMENT. Research and development ("R&D") expense for the
year ended December 31, 2000 was $3.0 million compared to $3.7 million in fiscal
1999. In 2000, the expenses included research involved with the development of
the CBS system designed for Toyota and other automobile manufacturers and as
well as the Company's new product testing facility at Sames North America. In
1999, the expenses were incurred primarily at Sames S.A. with a focus toward
improvement and development of new electrostatic equipment.
INTEREST EXPENSE. Interest expense was $.9 million for the years ended
December 31, 2000 and November 30, 1999. Sames S.A. represented approximately
84% of total interest expense incurred in year 2000. Though short-term borrowing
levels increased in 2000, the cost to borrow was less than the higher long-term
borrowing costs in 1999. Short term borrowing levels at North America and Japan
remained approximately the same.
OTHER EXPENSE (INCOME). Other expense (income) includes foreign currency
exchange gains and losses, interest income, gains on sales of fixed assets, and
miscellaneous income and expense. Other expense, net was $.1 million in fiscal
2000 versus $.9 million of other income, net in fiscal 1999. The decrease in
other income was attributable to certain nonrecurring expenses recorded in
fiscal 2000 by Sames S.A., and foreign exchange losses recorded in 2000 versus
gains in 1999 due to affiliated sales transactions being billed predominately in
US dollars in 2000 versus similar transactions being billed in French francs in
1999. The French franc has decreased in value versus the U.S. dollar in each of
the last two years.
INCOME TAXES. Income tax expense was $1.7 million on pretax loss of
$4.0 million for the fiscal year ended December 31, 2000, compared to an income
tax expense of $1.5 million on pretax income of $4.6 million in fiscal 1999. The
2000 results do not reflect tax benefits related to the current year loss from
continuing operations. Also, the Company recorded a $1.6 million charge to
reduce the balance sheet carrying value of deferred tax assets initially
recorded in prior years.
As a result of the factors discussed above, the Company's fiscal 2000 loss
from continuing operations was $5.7 million ($1.94 per diluted share), compared
to a gain from continuing operations of $3.1 million ($1.05 per diluted share)
in fiscal 1999.
COMPARISON OF RESULTS OF CONTINUING OPERATIONS FOR THE YEAR ENDED NOVEMBER 30,
1999 WITH THE YEAR ENDED NOVEMBER 30, 1998
NET SALES. Net sales for the year ended November 30, 1999 were
$93 million, a decrease of $29 million from net sales of $122 million for the
year ended November 30, 1998. Approximately 40% of net sales were recorded on
the basis of the estimated percentage of completion of individual contracts
determined under the cost-to-cost method. During 1999, the sales mix of Sames
S.A. was more heavily weighted toward lower volume, higher margin standard
equipment and spare parts sales. The sales volume decline, relative to the prior
year, was anticipated as the backlog and stages of completion of large
automotive installations resulted in unusually strong revenue recognition
throughout 1998. The remaining sales decline was attributable to lower sales
levels in the Company's other foreign locations and by a decrease in the value
of the French franc against the U.S. dollar.
13
GROSS PROFIT. Gross profit for the year ended November 30, 1999 was
$35.6 million, a decrease of 8% from gross profit of $38.7 million for 1998.
Gross profit was 38.3% and 31.6% of net sales for 1999 and 1998, respectively.
The increase in 1999 over 1998 was due primarily to the higher margin related to
sales of standard equipment and spare parts, the impact of the Company's cost
control programs and favorable sales mix as experienced mainly at Sames S.A.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expense decreased to $27.3 million for the year ended November 30, 1999 compared
to $29.6 million in 1998 and represented 29.4% and 24.2% of sales, respectively.
The higher percentage in 1999 reflects primarily selling and promotional
activities as the Company expanded its sales distribution network. General and
administrative expenses declined by approximately 14%. In the second quarter and
fourth quarter of 1999, the Company recorded charges of $.4 million and
$.5 million, respectively, for severance costs recorded primarily at Sames S.A.
Excluding these charges, the Company's 1999 expenses would have decreased by an
additional 1%. The Company has continued to emphasize cost controls to achieve
higher profitability levels and expects reduced expenses in proportion to
revenue in future years.
RESEARCH AND DEVELOPMENT. Research and development expense for the year
ended November 30, 1999 was $3.7 million compared to $3.8 million in 1998 and
represented 4% and 3% of sales, respectively, in each year. The expenses were
incurred solely at Sames S.A. and reflect the effort on the Company's part to
continually experiment and improve on various paint and powder coating systems.
INTEREST EXPENSE. Interest expense was $.9 million for the year ended
November 30, 1999 compared to $.8 million for the comparable 1998 period.
Interest expense increased during the period due to increased borrowing levels.
OTHER INCOME, NET. Other income, net includes foreign currency exchange
gains and losses, interest income, gains on sales of fixed assets, and
miscellaneous income and expense. Other income was $.9 million in fiscal 1999
versus $.3 million in fiscal 1998. Most of the increase in other income was
attributable to foreign exchange gains recorded in 1999 for affiliated sales
transactions billed in French francs and miscellaneous income recorded by Sames
S.A.
INCOME TAXES. Income tax expense was $1.5 million on pretax income of
$4.6 million for the fiscal year ended November 30, 1999, compared to an income
tax benefit of $2.6 million on a pretax loss of $5.8 million in fiscal 1998.
Most of the expense was attributable to taxable income at Sames S.A.
As a result of the factors discussed above, the Company's fiscal 1999 income
from continuing operations was $3.1 million ($1.05 per diluted share), compared
to a loss from continuing operations of $3.3 million ($1.10 per diluted share)
in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the years ended December 31, 2000 and November 30, 1999, cash used by
operations was $.3 million and cash provided by operations was $2.1 million,
respectively. Net cash used by operations in 2000 includes the loss from
continuing operations offset by net changes in working capital items, plus
non-cash charges for depreciation and amortization, the settlement of litigation
claims of approximately $1.5 million related to deferred compensation issues,
and severance costs paid at Sames S.A. Cash provided by operations in 1999
primarily represents income from continuing operations plus non-cash charges for
depreciation and amortization which was partially offset by deferred
compensation payments and severance costs paid at Sames S.A. and changes in
working capital items.
At December 31, 2000, working capital was $6.7 million compared to
$22.0 million at December 31, 1999. The working capital decrease of
$15.2 million resulted primarily from payment of deferred compensation
litigation settlement claims mentioned previously, the decrease in accounts
receivable and corresponding increase in short-term borrowing levels in relation
to $12.0 million in lower revenues in 2000 versus 1999, reduction in inventory
levels between years and accruals for cost overruns related to large automotive
engineered systems.
14
During both the years ended December 31, 2000 and November 30, 1999, the
Company invested $1.4 million and $1.5 million, respectively, in equipment and
facilities. In 2000, the Company invested in a demonstration center in Livonia,
Michigan, where customers can test their particular applications with Sames
products, including the PVV quick color change booth. The Company made
additional investments in building improvements and equipment primarily at Sames
S.A. in 2000 and in the fiscal year ended 1999.
Short-term funds are provided for current operations through lines of credit
and overdraft facilities. In October 1998, Company entered into a prime rate,
asset-based, three year revolving line of credit agreement, which provides for
borrowings of up to $10 million based on borrowing base calculations, with The
CIT Group/Business Credit, Inc. to support the Company's operations and
continued growth in the North American automotive and general industry markets.
Together with other credit facilities, the Company has aggregate lines of credit
and overdraft facilities available of $20.7 million. At December 31, 2000,
borrowings under the facilities were $9.9 million with unused lines of credit
and overdraft facilities of $10.8 million.
During 2000, the Company obtained additional sources of funds of
$1.9 million as a result of $3.0 million of short-term borrowings, less
principal payments on long-term debt of $1.1 million. Total cash provided by
financing in 2000 decreased by $3.8 million from net financing sources of
$5.7 million, which included long-term and short-term borrowing sources of $4.1
and $2.1 million, respectively, less principal payments on long-term debt of
$.2 million and repurchases of capital stock of $.3 million.
On September 15, 1999 the Company announced a share repurchase program
authorizing the Company to repurchase up to 150,000 shares of its outstanding
common stock. Through December 31, 2000, the Company repurchased a total of
37,000 shares at a cost of $.6 million, of which 4,631 shares were reissued to
employees at a cost of $.1 million under the Company's employee stock purchase
plan.
In the twelve months ended December 31, 2000, cash of $1.7 million was used
by discontinued operations. In the twelve months ended November 30, 1999 cash of
$5.5 million was used by discontinued operations, including $2.4 million
disbursed in February 1999 under a settlement agreement with a real estate
developer relating to litigation associated with a lease cancellation for what
was to be the Company's corporate headquarters facility in Vernon Hills, IL.
As discussed above in Item 3.--Legal Proceedings, the Company has certain
contingent liabilities resulting from litigation and claims incident to the
ordinary course of business. Management believes that the probable resolution of
such contingencies should not materially affect the financial position or
results of operations of the Company. However, if adverse judgments are entered
against the Company, the payment of such judgments could have a material adverse
affect on the Company's liquidity.
Based upon our analysis of our consolidated financial position and the
expected results of our operations in the future, we believe that we will have
sufficient cash flows from future operations and the financial flexibility to
attract both short-term and long-term capital on acceptable terms as may be
needed to fund operations and capital expenditures. There can be no assurance,
however, that future industry-specific developments, general economic trends or
other situations will not adversely affect our operations or our ability to meet
cash requirements.
IMPACT OF NEW ACCOUNTING STANDARDS
In September 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
a replacement of FASB No. 125". SFAS 140 provides accounting and reporting
standards for transfers and servicing of financial assets and extinguishments of
liabilities. SFAS 140 is effective for recognition and reclassification of
collateral and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The Company had no
transactions covered by SFAS 140 as of December 31, 2000.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended, is effective for the Company's consolidated financial
statements beginning January 1, 2001. SFAS 133
15
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS 133 requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. The
Company generally does not use derivative financial instruments to manage
currency exchange rate risks and no such instruments were outstanding as of
December 31, 2000.
CONVERSION TO THE EURO
On January 1, 1999, eleven European Union member states adopted the euro as
their common national currency. From that date until January 1, 2002 (the
transition period), either the euro or a participating country's present
currency will be accepted as legal tender. Beginning on January 1, 2002, euro-
denominated bills and coins will be issued, and by July 1, 2002, only euro
currency will be used.
The Company will evaluate the strategic, financial, legal, and systems
issues related to the various phases of transition. While the Company does not
believe the ultimate costs of conversion will be material to its results of
operations, cash flow, or financial position, efforts will be made to address
customer and business needs on a timely basis and anticipate and prevent any
complications during the transition period. There can be no assurance, however,
that all problems will be foreseen and corrected, or that no material disruption
of the Company's business will occur, nor can the Company anticipate the
competitive implications on its future pricing and marketing strategies. Any
conversion costs will be expensed as incurred.
EFFECT OF INFLATION
The Company attempts to minimize the effect of inflation on earnings by
controlling its operating costs and the selling prices of its products and
services. During the past three years, the rate of inflation has not, in the
opinion of management, had a material impact on the Company's results of
operations.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains certain statements regarding the Company's future
operating performance, product development and strategic alternatives, which
constitute "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to be correct. Important
factors that could cause actual results to differ materially from the Company's
expectations include, without limitation, adverse changes in the economy or the
overall market generally, increased competition relating to the Company's
products and services both within the United States and globally, lower than
expected sales of the Company's products and services, the Company's inability
to successfully implement manufacturing and cost-reduction programs, adverse
results of the testing of the Company's products and validation programs or the
failure of such products or programs to gain wide market acceptance, the
inability of the Company to complete the previously announced potential sale of
the Company, the inability of the Company to use any potential tax benefits, the
failure of the Company to implement its revised 2001 operating plan, including
its shift in focus away from large automotive systems and toward its standard
products and component parts business, continuing losses resulting from
discontinued operations relating to the resolution and conclusion of the matters
relating to the sale of the Binks business, and fluctuation in sales revenues
caused in part by currency fluctuations and translations, uncertainty relating
to economic and political conditions in the countries and international markets
in which the Company operates and competes, and changes in accounting
principles, policies and guidelines.
16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FINANCIAL STATEMENTS
A substantial portion of the Company's non-U.S. transactions is denominated
in French francs. Although Sames, S.A. is not typically subject to significant
foreign exchange transaction gains or losses, its financial statements are
translated into U.S. dollars as part of the Company's consolidated financial
reporting. Fluctuations in the French franc/U.S. dollar exchange rate therefore
will affect the Company's consolidated balance sheets and statements of
operations. At December 31, 2000, the French franc had depreciated by
approximately 6.8% compared to the prior year-end while the average French
franc/U.S. dollar exchange rate was approximately 10.7% lower in the twelve
months ended December 31, 2000 compared to the twelve months ended November 30,
1999. The Company also has operations in Japan and Sweden, where transactions
are denominated in Japanese yen and Swedish krona. The fluctuations in the yen
and krona have a minimal impact on consolidated operations at Sames Corporation.
In the twelve months ended December 31, 2000, the Company recognized an
unrealized loss of $1.0 million as a result of the net change in the cumulative
foreign currency translation adjustment, which is a component of accumulated
other comprehensive income. A foreign currency translation loss adjustment of
$7 thousand was recorded in the one month ended December 31, 1999 and a foreign
currency translation loss adjustment of $1.0 million and $.3 million was
recorded in the twelve months ended November 30, 1999 and November 30, 1998,
respectively.
Foreign currency exchange transactions have not typically resulted in
significant periodic gains or losses, although Sames S.A. recorded a gain of
approximately $.2 million during the twelve months ended December 31, 2000. The
gain was recorded due to the combination of changes in the level of intercompany
receivables due from Sames North America denominated in U.S. dollars during the
year, and swings in the value of the French franc relative to the U.S. dollar
during the period. The Company generally does not use derivative financial
instruments to manage currency exchange risks and no such instruments were
outstanding at December 31, 2000.
QUARTERLY FLUCTUATIONS
The Company has experienced significant quarterly fluctuations in operating
results and anticipates that those fluctuations will continue. The fluctuations
have been caused primarily by periodic changes in the components of the
Company's sales mix. In particular, the Company's sales of large automotive
installations can fluctuate substantially and they generally result in
relatively lower gross profit margins. Sales of standard products and spare
parts typically generate relatively higher gross margins. The Company therefore
believes that quarter-to-quarter comparisons of its results of operations are
not necessarily meaningful and should not be relied upon as indications of
future performance.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Information on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
(a) Directors. The information required in response to this item regarding
directors of the Company will be contained in the Company's definitive Proxy
Statement (the "Proxy Statement") for its Annual Meeting of Stockholders to be
held on May 31, 2001 under the caption "Election of Directors" and is
incorporated herein by reference.
(b) Executive Officers of the Company. The information required in response
to this item regarding executive officers of the Company is contained in Part I
of this report and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this item will be contained in the
Proxy Statement under the captions "Director's Fees," and "Executive
Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this item will be contained in the
Proxy Statement under the captions "Information Regarding Directors and
Executive Officers" and "Security Ownership of Certain Beneficial Owners" and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this item will be contained in the
Proxy Statement under the caption "Certain Relationships and Related
Transactions" and is incorporated herein by reference.
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1., 2. Financial Statements and Schedules
See Index to Financial Information on page F-1.
3. Exhibits
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
3.1 Restated Certificate of Incorporation.(1)
3.2 Certificate of Amendment of Restated Certificate of
Incorporation.(2)
3.3 Certificate of Amendment of Restated Certificate of
Incorporation.(16)
3.4 By-laws of Sames Corporation, as Amended and Restated
through February 28, 2001.(3)
4.1 Amended and Restated Rights Agreement, dated as of February
2, 1990 and amended and restated as of January 21, 1991,
between the Company and Harris Trust and Savings Bank, as
successor rights agent.(4)
4.2 Second Amendment to Rights Agreement dated as of August 28,
1998, by and between the Company and Harris Trust and
Savings Bank.(10)
10.1(a )* Form of Executive Retirement Income Contracts between the
Company and certain key employees.(5)
10.1(b )* Form of Amendment to Executive Retirement Income Contract
for Doran J. Unschuld.(1)
10.2* Forms of Employment Security Agreements between the Company
and certain key employees.(1)
10.3* Form of Insurance Maintenance Agreement between the Company
and each of its directors and officers.(1)
10.4* Sames Corporation Amended and Restated 1996 Stock Option
Plan.(17)
10.5* Form of Bonus Agreements between the Company and certain
executive officers and key employees.(7)
10.6 Settlement Agreement and Mutual Releases dated June 11,
1998, by and among the Company, Continental Partners
Group, Inc. and Schiff, Hardin & Waite.(8)
10.7 Patent License and Settlement Agreement dated as of July 10,
1998 by and among the Company, Sames, S.A., Sames
Electrostatic, Inc., Behr Systems, Inc. and Durr Systems,
GmbH.(8)
10.8* Consulting Agreement dated as of October 1, 1998 by and
between the Company and The Dratt-Campbell Company.(9)
10.9 Agreement of Purchase and Sale of Assets and Stock dated
August 31, 1998, by and between the Company and Illinois
Tool Works Inc.(10)
10.10 Amendment to Agreement of Purchase and Sale of Assets and
Stock dated as of September 30, 1998, by and between the
Company and Illinois Tool Works, Inc. (11)
10.11 Settlement Agreement and Mutual Release dated as of February
12, 1999 by and between the Company and CWA Investment
Company, L.L.C.(12)
10.12 Financing Agreement dated as of October 21, 1998 by and
between The CIT Group/ Business Credit, Inc. and Sames
Electrostatic, Inc.(12)
10.13 Guaranty Agreement dated as of October 21, 1998 by and
between The CIT Group/ Business Credit, Inc. and the
Company.(12)
10.14 Stock Pledge Agreement dated February 19, 1999 by and
between The CIT Group/ Business Credit, Inc. and the
Company.(12)
10.15 Letter Agreement dated February 19, 1999 by and between The
CIT Group/Business Credit, Inc. and the Company.(12)
19
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
10.16* First Amendment to Consulting Agreement dated as of March
30, 1999 by and between the Company and the Dratt-Campbell
Company.(13)
10.17 Amended and Restated Product Supply Agreement between Sames,
S.A., Sames North America, Inc., the Company and Fanuc
Robotics North America, Inc., dated April 29, 1999.(14)
10.18 First Amendment to Financing Agreement between The CIT
Group/Business Credit, Inc. and Sames Electrostatic, Inc.,
dated May 25, 1999.(14)
10.19 Settlement Agreement, dated September 23, 1999, by and
between Illinois Tool Works Inc. and the Company.(15)
10.20 Assignment of Accounts Receivable, dated as of September 23,
1999, by and between Illinois Tool Works Inc. and the
Company.(15)
10.21* Sames Employee Stock Purchase Plan.(16)
10.22* Amended and Restated Consulting Agreement dated as of
January 30, 2001 by and between the Company and the
Dratt-Campbell Company.(3)
10.23 Form of Indemnity Agreement dated as of February 23, 2001 by
and between the Company and each of its directors.(3)
21.1 List of subsidiaries.(3)
23.1 Consent of KPMG LLP.(3)
------------------------
* Management contract or compensatory plan, contract or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
(1) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1993 and incorporated herein by reference.
(2) Filed as Exhibit 4.1 to the Company's registration statement on Form S-8
(File no. 333-30191) and incorporated herein by reference.
(3) Filed herewith.
(4) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1993 and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1995 and incorporated herein by reference.
(6) Filed as an exhibit to the Company's registration statement on Form S-8
(File no. 333-30191) and incorporated herein by reference.
(7) Filed as an exhibit to the Company's Form 10-Q for the period ended
February 28, 1998 and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Form 10-Q for the period ended May 31,
1998 and incorporated herein by reference.
(9) Filed as an exhibit to the Company's Form 10-Q for the period ended
August 31, 1998 and incorporated herein by reference.
(10) Filed as an exhibit to the Company's Current Report on Form 8-K dated
September 2, 1998 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Current Report on Form 8-K dated
September 30, 1998 and incorporated herein by reference.
20
(12) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1998 and incorporated herein by reference.
(13) Filed as an exhibit to the Company's Form 10-Q for the period ended
February 28, 1999 and incorporated herein by reference.
(14) Filed as an exhibit to the Company's Form 10-Q for the period ended
May 31, 1999 and incorporated herein by reference.
(15) Filed as an exhibit to the Company's Form 10-Q for the period ended
August 31, 1999 and incorporated herein by reference.
(16) Filed as an exhibit to the Company's registration statement on Form S-8
(file No. 333-92993) and incorporated herein by reference
(17) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1999 and incorporated herein by reference.
(b) Reports on Form 8-K
Current Report of Form 8-K filed with the SEC on November 13, 2000.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SAMES CORPORATION
April 11, 2001 By: /s/ ARNOLD H. DRATT
-----------------------------------------
Arnold H. Dratt
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ARNOLD H. DRATT President, Chief Executive April 11, 2001
------------------------------------------- Officer and
Arnold H. Dratt Chairman of the Board
(Principal Executive Officer)
/s/ RONALD A. KOLTZ Vice President--Controller April 11, 2001
------------------------------------------- Corporate Accounting
Ronald A. Koltz
(Principal Financial and Accounting Officer)
/s/ WAYNE F. EDWARDS Director April 11, 2001
-------------------------------------------
Wayne F. Edwards
/s/ PHILIPPE VUILLERME Director April 11, 2001
-------------------------------------------
Philippe Vuillerme
/s/ LLEWELLYN SCOTT FLAIG Director April 11, 2001
-------------------------------------------
Llewellyn Scott Flaig
22
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
INDEX TO FINANCIAL INFORMATION
PAGE
--------
Independent Auditors' Report................................ F-2
Financial Statements:
Consolidated Balance Sheets, December 31, 2000 and 1999... F-3
Consolidated Statements of Operations, year ended
December 31, 2000, one month ended December 31, 1999,
and years ended November 30, 1999 and 1998.............. F-5
Consolidated Statements of Stockholders' Equity, year
ended December 31, 2000, one month ended December 31,
1999, and years ended November 30, 1999 and 1998........ F-6
Consolidated Statements of Cash Flows, year ended
December 31, 2000, one month ended December 31, 1999,
and years ended November 30, 1999 and 1998.............. F-7
Notes to Consolidated Financial Statements................ F-8
Financial Statement Schedules:
All schedules are omitted as the required information is not applicable, or
the information is presented in the accompanying consolidated financial
statements or related notes.
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
and Stockholders
Sames Corporation:
We have audited the accompanying consolidated balance sheets of Sames
Corporation (the Company) and consolidated subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 2000, the one month ended
December 31, 1999, and for each of the years ended November 30, 1999 and
November 30, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Sames
Corporation and consolidated subsidiaries as of December 31, 2000 and 1999, and
the results of their operations and their cash flows for the year ended
December 31, 2000, the one month ended December 31, 1999, and for each of the
years ended November 30, 1999 and November 30, 1998 in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Chicago, Illinois
March 30, 2001
F-2
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
2000 1999
-------- --------
ASSETS
Current assets:
Cash...................................................... $ 2,020 4,006
Receivables, net.......................................... 38,942 41,455
Inventories............................................... 12,066 15,801
Income taxes receivable................................... 675 511
Deferred income taxes..................................... -- 2,246
Other current assets...................................... 289 273
Net assets of discontinued operations..................... 101 1,246
------- ------
Total current assets................................ 54,093 65,538
------- ------
Other noncurrent assets:
Intangible assets......................................... 2,267 2,351
Deferred income taxes..................................... -- 106
Other assets.............................................. 333 571
------- ------
Total other noncurrent assets....................... 2,600 3,028
------- ------
Property, plant, and equipment, at cost:
Land...................................................... 598 626
Buildings................................................. 5,481 5,246
Machinery and equipment................................... 5,319 5,130
------- ------
11,398 11,002
Less accumulated depreciation............................. 6,345 6,234
------- ------
Net property, plant, and equipment.................. 5,053 4,768
------- ------
$61,746 73,334
======= ======
See accompanying notes to consolidated financial statements.
F-3
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
2000 1999
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdrafts and notes payable......................... $ 9,872 7,097
Current maturities of long-term debt...................... 1,537 1,209
Accounts payable.......................................... 26,387 27,158
Accrued expenses:
Salaries and wages...................................... 3,446 3,408
Taxes, other than income taxes.......................... 151 123
Other................................................... 5,973 4,568
-------- -------
Total current liabilities........................... 47,366 43,563
Deferred compensation..................................... 3,825 6,394
Note payable, net of discount of $673 and $942,
respectively............................................ 1,909 3,182
Deferred income taxes..................................... 22 76
Long-term debt, less current maturities................... 1,047 2,762
-------- -------
Total liabilities................................... 54,169 55,977
Stockholders' equity:
Common stock, $1 par value. Authorized 12,000,000 shares;
issued 2,966,837 shares in 2000 and 1999................ 2,967 2,967
Additional paid-in-capital................................ 19,661 19,677
Accumulated deficit....................................... (11,457) (2,727)
Accumulated other comprehensive loss...................... (3,083) (2,042)
-------- -------
8,088 17,875
Treasury stock, at cost, 32,369 shares in 2000 and 32,500
shares in 1999.......................................... (511) (518)
-------- -------
Total stockholders' equity.......................... 7,577 17,357
-------- -------
$ 61,746 73,334
======== =======
See accompanying notes to consolidated financial statements.
F-4
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000, ONE MONTH ENDED DECEMBER 31, 1999
AND YEARS ENDED NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ONE MONTH
ENDED
DECEMBER 31,
2000 1999 1999 1998
-------- ------------- -------- --------
Net sales............................................. $80,864 5,023 92,959 122,370
Cost of goods sold.................................... 55,124 3,386 57,345 83,719
------- ----- ------ -------
Gross profit...................................... 25,740 1,637 35,614 38,651
Selling, general, and administrative expenses......... 25,643 1,904 27,298 29,578
Research and development costs........................ 3,045 299 3,686 3,760
Patent litigation settlement costs.................... -- -- -- 10,675
------- ----- ------ -------
Operating income (loss)........................... (2,948) (566) 4,630 (5,362)
------- ----- ------ -------
Other expense (income):
Interest expense.................................... 888 69 863 759
Other expense (income).............................. 118 (34) (848) (299)
------- ----- ------ -------
1,006 35 15 460
------- ----- ------ -------
Income (loss) from continuing operations before
income taxes.................................... (3,954) (601) 4,615 (5,822)
Income tax expense (benefit).......................... 1,741 (81) 1,475 (2,564)
------- ----- ------ -------
Income (loss) from continuing operations, net of
tax............................................. (5,695) (520) 3,140 (3,258)
Loss from discontinued operations, net of tax......... (3,035) (138) (4,909) (10,375)
------- ----- ------ -------
Net loss.......................................... $(8,730) (658) (1,769) (13,633)
======= ===== ====== =======
Income (loss) per share--basic:
Continuing operations............................... $ (1.94) (.18) 1.06 (1.10)
Discontinued operations............................. (1.04) (.05) (1.66) (3.50)
------- ----- ------ -------
Net loss............................................ $ (2.98) (0.23) (0.60) (4.60)
======= ===== ====== =======
Income (loss) per share--diluted:
Continuing operations............................... $ (1.94) (.18) 1.05 (1.10)
Discontinued operations............................. (1.04) (.05) (1.65) (3.50)
------- ----- ------ -------
Net loss............................................ $ (2.98) (0.23) (0.60) (4.60)
======= ===== ====== =======
Average number of shares:
Common shares outstanding........................... 2,932 2,942 2,966 2,965
Equivalent shares on outstanding stock options...... -- -- 14 --
------- ----- ------ -------
Shares applicable to diluted earnings............... 2,932 2,942 2,980 2,965
======= ===== ====== =======
See accompanying notes to consolidated financial statements.
F-5
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2000, ONE MONTH ENDED DECEMBER 31, 1999
AND YEARS ENDED NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ACCUMULATED
ADDITIONAL RETAINED OTHER COMMON TOTAL
CAPITAL PAID-IN EARNINGS COMPREHENSIVE STOCK IN STOCKHOLDERS'
STOCK CAPITAL (DEFICIT) INCOME (LOSS) TREASURY EQUITY
-------- ---------- --------- ------------- -------- -------------
Balance at November 30, 1997........... $ 2,964 19,629 13,333 (1,381) -- 34,545
Comprehensive loss:
Net loss............................. -- -- (13,633) -- -- (13,633)
Other comprehensive income........... -- -- -- 297 -- 297
-------
Total comprehensive loss............... -- -- -- -- -- (13,336)
Stock options exercised................ 1 23 -- -- -- 24
------- ------- ------- ------ ---- -------
Balance at November 30, 1998........... 2,965 19,652 (300) (1,084) -- 21,233
Comprehensive loss:
Net loss............................. -- -- (1,769) -- -- (1,769)
Other comprehensive loss............. -- -- -- (951) -- (951)
-------
Total comprehensive loss............... (2,720)
Treasury stock purchases (18,200 shares
of common stock)..................... -- -- -- -- (296) (296)
Stock options exercised................ 2 25 -- -- -- 27
------- ------- ------- ------ ---- -------
Balance at November 30, 1999........... 2,967 19,677 (2,069) (2,035) (296) 18,244
Comprehensive loss:
Net loss............................. -- -- (658) -- -- (658)
Other comprehensive loss............. -- -- -- (7) -- (7)
-------
Total comprehensive loss............... (665)
Treasury stock purchases (14,300 shares
of common stock)..................... -- -- -- -- (222) (222)
------- ------- ------- ------ ---- -------
Balance at December 31, 1999........... $ 2,967 19,677 (2,727) (2,042) (518) 17,357
Comprehensive loss:
Net loss............................. -- -- (8,730) -- -- (8,730)
Other comprehensive loss............. -- -- -- (1,041) -- (1,041)
-------
Total comprehensive loss............... (9,771)
Treasury stock transactions, net
((131) shares of common stock)....... -- (16) -- -- 7 (9)
------- ------- ------- ------ ---- -------
Balance at December 31, 2000........... $ 2,967 19,661 (11,457) (3,083) (511) 7,577
======= ======= ======= ====== ==== =======
See accompanying notes to consolidated financial statements.
F-6
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2000, ONE MONTH ENDED DECEMBER 31, 1999
AND YEARS ENDED NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS)
ONE MONTH
ENDED
DECEMBER 31,
2000 1999 1999 1998
-------- ------------- -------- --------
Cash flows from operating activities:
Continuing operations:
Income (loss) from continuing operations.................. $(5,695) (520) 3,140 (3,258)
Adjustments to reconcile income (loss) from continuing
operations to net cash provided (used) by operating
activities:
Depreciation and amortization:.......................... 859 77 991 853
Payments of previously deferred compensation, net....... (1,906) (32) (890) 122
Deferred income taxes................................... 1,872 23 (49) (575)
Other, net.............................................. 22 21 (136) (5)
Cash provided (used) by changes in:
Receivables........................................... 183 1,644 (3,767) 4,724
Inventories........................................... 3,096 (247) 73 7,869
Other current assets.................................. (262) 307 (26) 471
Accounts payable...................................... (488) (985) 5,795 (15,049)
Accrued expenses...................................... 2,120 (1,937) (4,580) 1,891
Income taxes.......................................... (120) 63 1,515 478
------- ------ ------ -------
Net cash provided (used) by continuing operations... (319) (1,586) 2,066 (2,479)
Cash flows from investing activities:
Purchases of property, plant, and equipment............... (1,445) (85) (1,454) (482)
Other assets.............................................. 552 9 157 35
Proceeds from sale of business............................ -- -- -- 79,873
------- ------ ------ -------
Net cash provided (used) by investing activities.... (893) (76) (1,297) 79,426
Cash flows from financing activities:
Proceeds from borrowings.................................. -- -- 4,149 7,469
Net increase in short-term borrowings..................... 2,997 74 2,039 6,141
Repurchase of common stock, net........................... (9) (222) (296) --
Stock options exercised................................... -- -- 27 23
Debt repaid with proceeds from sale of business........... -- -- -- (66,469)
Principal payments on debt................................ (1,089) (300) (185) (4,958)
------- ------ ------ -------
Net cash provided (used) by financing activities.... 1,899 (448) 5,734 (57,794)
------- ------ ------ -------
Net cash used by discontinued operations.................... (2,462) (58) (5,501) (19,148)
------- ------ ------ -------
Effect of exchange rate changes on cash..................... (211) 3 (35) (411)
------- ------ ------ -------
Net increase (decrease) in cash..................... (1,986) (2,165) 967 (406)
Cash at beginning of period................................. 4,006 6,171 5,204 5,610
------- ------ ------ -------
Cash at end of period....................................... $ 2,020 4,006 6,171 5,204
======= ====== ====== =======
Supplemental cash flow disclosures--cash paid for:
Interest.................................................. $ 861 72 704 382
Income taxes (refunds), net............................... $ 103 -- (258) (437)
Supplemental disclosure of non-cash operating
activities--reduction in liability for:
Deferred compensation..................................... 640 -- -- --
Accrued expenses.......................................... 112 -- -- --
======= ====== ====== =======
See accompanying notes to consolidated financial statements.
F-7
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND REPORT PREPARATION
The consolidated financial statements include the accounts of the Company
and consolidated subsidiaries in the U.S., France, Japan, and Sweden. All
material intercompany balances and transactions have been eliminated in
consolidation.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions which affect reported
results of operations, financial position, and various disclosures. Actual
results could differ from those estimates.
The Company determined to change its fiscal year end from November 30 to
December 31 effective for the year beginning January 1, 2000. Accordingly,
the Company is presenting financial information and accompanying notes,
where applicable, for the one month ended December 31, 1999 (the transition
period) in this year end report on Form 10-K. This new fiscal year has
allowed the Company to conform its annual and quarterly reporting periods
to those predominantly used by other companies in its industry. The Company
has not presented statements of operations and accompanying notes for the
years ended December 31, 1999 and 1998 but has instead presented statements
of operations and accompanying notes for the years ended November 30, 1999
and 1998. Because the adoption of the new fiscal year resulted in only a
one month change in annual and quarterly (see Note 8) financial reporting
periods, the Company believes that fiscal 2000 financial information is
sufficiently comparable to the corresponding fiscal 1999 and 1998 financial
information, as originally reported, in terms of seasonal and other
factors. Accordingly, the Company did not deem it practical nor could it
justify the additional cost to prepare and present consolidated financial
statements and accompanying notes for the years ended December 31, 1999 and
1998 and for the calendar quarters in the year ended December 31, 1999.
CURRENCY TRANSLATION
The results of operations for non-U.S. subsidiaries are translated from
local currencies into U.S. dollars using average exchange rates during each
period; assets and liabilities are translated using exchange rates at the
end of each period. Adjustments resulting from the translation process are
reported in a separate component of stockholders' equity, and are not
included in the determination of the results of operations.
CASH
Cash includes cash on hand and amounts due from banks with original
maturities of three months or less.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
(net realizable value).
F-8
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT, AND EQUIPMENT
Depreciation of property, plant, and equipment is computed by the
straight-line method. Estimated lives range from 25 to 40 years for
buildings and from 4 to 12 years for machinery and equipment.
INTANGIBLE ASSETS
Intangible assets are comprised of goodwill and patents. Goodwill
represents excess costs of acquired companies over the fair values of their
net tangible assets. All intangibles are amortized by the straight line
method, with goodwill amortized over 40 years, and patents over their
respective useful lives.
IMPAIRMENT OF LONG-LIVED ASSETS
In the event that facts and circumstances indicate that the carrying
amounts of long-lived assets may be impaired, an evaluation of
recoverability would be performed. If an evaluation is required, the
estimated future undiscounted cash flows associated with the asset would be
compared to the asset's carrying amount to determine if a writedown is
required. If this review indicates that the assets will not be recoverable,
the carrying value of the Company's assets would be reduced to their
estimated market value.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value approximates the carrying value for all financial
instruments, with the exception of long-term debt, for which the fair value
is less than the carrying value by an amount that is immaterial to the
consolidated financial statements.
REVENUE RECOGNITION
Revenues on long-term equipment production and installation contracts are
recorded on the basis of the estimated percentage of completion of
individual contracts determined under the cost-to-cost method. Estimated
losses on long-term contracts are recognized in the period in which a loss
becomes apparent. Revenue from sales of the Company's general industry and
automotive standard products are recorded at the time the goods are shipped
and title passes. The Company provides appropriate provisions for
uncollectible accounts and credits for returns.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are charged to expense when incurred.
F-9
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING EXPENSES
Advertising costs are charged to expense when incurred. Advertising costs
were $.4 million, $.8 million, and $.5 million, in fiscal 2000, 1999 and
1998, respectively, and $13 thousand for the one month ended December 31,
1999.
INCOME TAXES
The asset and liability method is used in accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for
operating loss and tax credit carryforwards and for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is recorded to reduce the carrying
amounts of deferred tax assets unless it is more likely than not that such
assets will be realized.
STOCK-BASED COMPENSATION
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." The Company has elected to continue to apply the principles
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," as discussed in note 12 to the consolidated financial
statements.
NET INCOME (LOSS) PER SHARE
Basic earnings per share are based upon the weighted-average number of
common shares outstanding. Diluted earnings per share assumes the exercise
of all options which are dilutive, whether exercisable or not.
RECLASSIFICATION
Certain prior period amounts have been reclassified to conform with the
current period's presentation.
(2) DISCONTINUED OPERATIONS
On August 31, 1998, the Company announced it had signed a definitive
agreement with Illinois Tool Works (ITW) to sell certain of the Company's
domestic divisions, foreign subsidiaries, and standard products lines. On
September 30, 1998, the Company completed the sale transaction.
F-10
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(2) DISCONTINUED OPERATIONS (CONTINUED)
Under the terms of the sale, ITW purchased all assets related to the
manufacture and distribution of Binks standard products in the U.S and
included international operations in the U.K., Belgium, Germany, Australia
and a portion of the Canadian operation. The sale price was approximately
$80 million in cash plus ITW assumed certain liabilities of the acquired
portion of the businesses.
On September 23, 1999, the Company reached agreement with ITW to resolve an
outstanding dispute relating to the purchase price adjustment associated
with the sale. Under terms of the settlement, the Company agreed to pay ITW
approximately $6.1 million in sixteen quarterly installments, without
interest. The initial payment was made on September 30, 1999 and the final
payment will be made on June 30, 2003. As a result of the agreement the
Company recorded a charge of $1.2 million to discontinued operations in the
third quarter ended August 31, 1999, after discounting the settlement and
considering the pre-existing accrual. The settlement was discounted at
prevailing market interest rates. There is currently $3.2 million
outstanding, net of discount, as of December 31, 2000, of which
$1.3 million is classified as short-term.
The 1999 loss from discontinued operations, net of tax, includes primarily
the $1.2 million sale price adjustment with ITW and other costs associated
with the sale of the Binks business. The 1998 loss from discontinued
operations, net of tax, includes the gain on the sale of the Binks business
of $7.7 million.
As part of the original sale agreement with Illinois Tool Works (ITW),
dated August 31, 1998, the Company assigned and transferred to ITW all of
the accounts receivable related to the "Binks Business". The agreement
required the Company to repurchase such accounts receivable which were not
collected within 180 days. On September 23, 1999, the Company agreed to
repurchase certain receivables for approximately $1.0 million, which was
paid to ITW on September 28, 1999 and ITW transferred back to the Company
accounts receivable in the aggregate amount of approximately $3.7 million.
Through December 31, 2000, the Company had collected approximately
$.7 million of the accounts receivable. An allowance for an uncollected
amount of $.2 million was charged to loss from discontinued operations in
fiscal year 2000.
The receivables repurchased from ITW and transferred back to the Company
include a receivable from Haden Drysys International Limited ("Haden"), a
United Kingdom corporation, in the amount of Pounds 434,885. On March 10,
2000, Haden filed an arbitration claim in the International Court of
Arbitration of the International Chamber of Commerce in the United Kingdom
against Binks Limited ("Binks UK"), a former subsidiary of the Company that
was sold to ITW as part of the sale of the Binks Business, in the amount of
Pounds 3,000,000. The claim alleges that Binks UK breached its agreements
with Haden relating to automotive paint shop equipment for an automobile
plant. Pursuant to the original sale agreement with ITW, the Company has
agreed to indemnify ITW with respect to the claim and to assume the defense
of the claim on behalf of ITW. On April 13, 2000, the Company filed an
answer denying the claim and a counterclaim seeking to collect the
receivable.
In fiscal year 2000, litigation settlements were reached with Robert
Hashima, former Branch manager of Binks Japan Limited, Burke B. Roche,
former Chairman and CEO of the Company
F-11
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(2) DISCONTINUED OPERATIONS (CONTINUED)
and Doran Unschuld, former President and Chief Executive Officer of the
Company. Under the terms of the settlements, lump-sum payments, subject to
Federal and state withholdings if applicable, were made in the amounts of
$.1 million, $.75 million and $.7 million to Mr. Hashima, Mr. Roche and
Mr. Unschuld, respectively. Each of these settlements concerned complaints
filed against the Company for breach of retirement contracts in the amounts
of approximately $1.2 million plus interest for Mr. Hashima, $1.7 million
for Mr. Roche and $1.3 million for Mr. Unschuld. The complaint amounts for
Mr. Roche and Mr. Unschuld were determined under a formula which considers
the employee's average salary and years of service with the Company (see
Note 7) and were payable monthly over the life of the benefit.
Under the terms of the settlements, all parties agreed to dismiss any
claims and counterclaims and suits that each may have had against the other
and the Company would have no further obligations to the parties under any
prior existing agreements or contracts. After discounting the settlement
amounts due to Mr. Roche and Mr. Unschuld to present value, a cumulative
adjustment to previously established accruals regarding all settlements,
totalling $.6 million, was credited to loss from discontinued operations in
fiscal year 2000.
In January 1998, the Company notified the developer and landlord of a site
in Vernon Hills, Illinois, which had been expected to serve as the
Company's headquarters, that the Company wanted to terminate the project.
The Company had previously entered into a 20-year lease agreement for the
Vernon Hills site. In February 1999, the Company entered into a settlement
agreement with the developer relating to litigation associated with the
lease cancellation. The settlement agreement required the Company to pay
$2.4 million which was paid on February 22, 1999. The settlement is
classified as a component of discontinued operations in the Company's
fiscal 1998 consolidated financial statements.
(3) RECEIVABLES
Net receivables are comprised of the following at December 31 (in
thousands):
2000 1999
-------- --------
Trade...................................................... $29,640 34,815
Costs and estimated earnings in excess of
billings on uncompleted contracts........................ 8,265 6,467
Other...................................................... 2,428 1,423
------- ------
40,333 42,705
Less allowance for doubtful receivables.................... 1,391 1,250
------- ------
$38,942 41,455
======= ======
F-12
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(4) INVENTORIES
Inventories at December 31 are summarized as follows (in thousands):
2000 1999
-------- --------
Finished goods and service parts........................... $ 7,143 10,162
Work in process............................................ 1,472 2,578
Raw material............................................... 3,451 3,061
------- ------
$12,066 15,801
======= ======
(5) CREDIT FACILITIES AND DEBT
LINES OF CREDIT AND OVERDRAFT FACILITIES
On October 21, 1998, the Company entered into a prime rate, asset-based,
three year revolving line of credit agreement, which provides for
borrowings of up to $10 million based on borrowing base calculations, with
The CIT Group/Business Credit, Inc. to support the Company's operations and
continued growth in the North American automotive and general industrial
finishing markets. Borrowings under the line of credit are collateralized
by substantially all of the assets of Sames North America, as well as a
pledge of its stock. The line of credit agreement contains, among other
restrictive covenants, a covenant requiring the maintenance of a minimum
level of net worth of Sames North America, which level was exceeded as of
December 31, 2000.
Together with other credit facilities, the Company had aggregate lines of
credit and overdraft facilities of $20.7 million at December 31, 2000,
against which the Company has overdrafts and notes payable to banks of $9.9
million. The remaining unused lines of credit of $10.8 million are
available to support the Company's U.S. operations ($1.7 million) and
non-U.S. operations ($9.1 million).
LONG-TERM DEBT
Consolidated long-term debt consists of the following at December 31 (in
thousands):
2000 1999
-------- --------
Loans maturing at various dates through 2003
weighted average interest rate of 5.0% in 2000
and 5.5% in 1999.......................................... $2,584 3,971
Less current maturities..................................... 1,537 1,209
------ -----
Long-term debt, less current maturities..................... $1,047 2,762
====== =====
The aggregate maturities of long-term debt due in fiscal years 2001, 2002
and 2003 are $1.6 million, $.6 million, and $.4 million, respectively. No
long-term debt is scheduled to mature in 2004 and 2005.
F-13
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(6) INCOME TAXES
The Company files a consolidated Federal income tax return that includes
all U.S. subsidiaries. Federal income taxes for each U.S. subsidiary are
computed separately and are payable to the Company.
At December 31, 2000 there were $.7 million of undistributed earnings of
non-U.S. subsidiaries. If such earnings were to be distributed as dividends
to the Company, no provision would be necessary for U.S. Federal income
taxes because the taxes would be largely offset by net operating loss
carryforwards.
The Internal Revenue Service has completed its examination of the Company's
Federal income tax returns through November 30, 1997.
Income tax expense (benefit) related to income (loss) from continuing
operations before income taxes is comprised as follows (in thousands):
STATE
U.S. AND
FEDERAL NON-U.S. LOCAL TOTAL
-------- -------- -------- --------
Fiscal 2000:
Current.................................. $ -- (183) 52 (131)
Deferred................................. 106 1,766 -- 1,872
------- ------- ----- ------
$ 106 1,583 52 1,741
======= ======= ===== ======
One month ended December 31, 1999:
Current.................................. $ -- (116) 12 (104)
Deferred................................. -- 23 -- 23
------- ------- ----- ------
$ -- (93) 12 (81)
======= ======= ===== ======
Fiscal 1999:
Current.................................. $ -- 1,466 58 1,524
Deferred................................. -- (49) -- (49)
------- ------- ----- ------
$ -- 1,417 58 1,475
======= ======= ===== ======
Fiscal 1998:
Current.................................. $ (351) (1,891) 253 (1,989)
Deferred................................. -- (575) -- (575)
------- ------- ----- ------
$ (351) (2,466) 253 (2,564)
======= ======= ===== ======
F-14
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(6) INCOME TAXES (CONTINUED)
Total income tax expense (benefit) was allocated as follows:
ONE MONTH
YEAR ENDED ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, NOVEMBER 30, NOVEMBER 30,
2000 1999 1999 1998
------------ ------------ ------------ ------------
Continuing operations....... $1,741 (81) 1,475 (2,564)
Discontinued operations..... 586 -- -- (4,484)
------ --- ----- ------
Income tax expense
(benefit)................. $2,327 (81) 1,475 (7,048)
====== === ===== ======
The following table presents the principal reasons for the difference
between the actual income tax provision (benefit) and the tax provision
(benefit) calculated by applying the statutory income tax rate to income
from continuing operations before income taxes:
ONE MONTH
YEAR ENDED ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, NOVEMBER 30, NOVEMBER 30,
2000 1999 1999 1998
------------ ------------ ------------ ------------
Computed "expected" tax
expense (benefit)......... $(1,344) (204) 1,569 (1,979)
Difference between U.S. and
non-U.S. tax rates........ 257 96 183 (302)
Nondeductible expenses...... 56 5 72 75
State and local income
taxes, net of Federal
income tax benefit........ 34 8 38 168
Refund of prior years'
Federal income taxes...... -- -- -- (351)
Change in the valuation
allowance for deferred tax
assets.................... 3,110 (3,699) -- --
Change in estimate of
previously recorded
taxes..................... (304) 3,713 -- --
Other....................... (68) -- (387) (175)
------- ------ ----- ------
Income tax expense
(benefit)................. $ 1,741 (81) 1,475 (2,564)
======= ====== ===== ======
The 2000 results do not reflect tax benefits related to the current year
loss from continuing operations.
F-15
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(6) INCOME TAXES (CONTINUED)
The tax effects of net operating loss carryforwards and temporary
differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at December 31, 2000 and 1999 are
presented below (in thousands):
2000 1999
-------- --------
Deferred tax assets attributable to:
Net operating loss carryforwards......................... $10,750 9,308
Deferred compensation.................................... 1,312 2,187
Inventories.............................................. 548 610
Allowance for doubtful receivables....................... 211 70
Accrued liabilities...................................... 441 557
US tax credit carryforwards.............................. 496 496
Other.................................................... 530 201
------- ------
Total gross deferred tax assets........................ 14,288 13,429
Less valuation allowance................................. 13,846 10,736
------- ------
Total deferred tax assets.............................. 442 2,693
Deferred tax liabilities attributable to:
Plant and equipment, principally due to differences in
depreciation........................................... 36 8
Reserve on sale to ITW................................... 206 297
Other.................................................... 222 112
------- ------
Total gross deferred liabilities....................... 464 417
------- ------
Net deferred tax assets (liabilities).................. $ (22) 2,276
======= ======
During the one month period ended December 31, 1999, the deferred tax
valuation allowance was reduced as a result of adjustments that decreased
deferred tax assets; such adjustments resulted from amandments of prior
year tax returns. During the year ended December 31, 2000, the deferred tax
valuation allowance was increased because it was determined that the net
deferred tax assets represent amounts that will likely not be realized. At
December 31, 2000, the Company has net operating loss carryforwards of
$27.9 million, which expire primarily in 2010 through 2020.
Earnings (loss) before income taxes of non-U.S. subsidiaries were $(3,990),
$2,549 and $(6,358) for fiscal years 2000, 1999 and 1998, respectively and
$(560) for the one month ended December 31, 1999.
(7) EMPLOYEE BENEFITS
The Company maintains a voluntary savings plan covering all domestic
employees. Eligible employees may elect to contribute up to 18% of their
salaries subject to certain limitations. The Company contributes an amount
equal to 50% of the first 3% of the employee's salary that the
F-16
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(7) EMPLOYEE BENEFITS (CONTINUED)
employee contributes subject to certain limitations. Additionally, the
Company maintains deferred compensation plans for certain present and
former officers and key employees. The deferred compensation plan benefits
are determined by a formula that considers the employee's average salary
and years of service with the Company.
On April 25, 2000, the Sames stockholders approved the adoption of the
Sames Employee Stock Purchase Plan, effective January 1, 2000, pursuant to
which employees of the Company have the opportunity to acquire shares of
the capital stock of the Company at a 15% discount to the current market
price. The purpose of the Plan is to advance the interests of the Company
and its stockholders by providing employees of the Company and certain
designated subsidiaries with an opportunity to acquire an ownership
interest in the Company. With respect to employees who reside in the United
States, the Plan is intended to qualify as an employee stock purchase plan
under Section 423 of the Internal Revenue Code.
Effective as of December 1, 1997, the Company was no longer required to
make contributions to a profit sharing plan, which it had maintained
through November 30, 1998. In April 1999, the Company fully paid its
obligation due to the participants under the plan. The total expense
relating to these plans was $.4 million in 2000, $48 thousand in the one
month ended December 31, 1999, $.6 million in fiscal 1999, and
$1.2 million in fiscal 1998.
F-17
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(8) QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE
DATA)
QUARTER ENDED
------------------------------------------------
FISCAL 2000 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------- -------- -------- ------------ -----------
Net sales.......................... $22,614 19,972 16,952 21,326
======= ====== ====== ======
Gross profit....................... $ 7,800 6,530 5,905 5,505
======= ====== ====== ======
Income (loss) from continuing
operations, net of tax........... $ 243 113 (557) (5,494)
Loss from discontinued
operations....................... (484) (472) (445) (1,634)
------- ------ ------ ------
Net loss........................... $ (241) (359) (1,002) (7,128)
======= ====== ====== ======
Weighted average shares:
Basic EPS........................ 2,932 2,930 2,932 2,932
Effect of stock options.......... 5 7
------- ------ ------ ------
Diluted EPS...................... 2,937 2,937 2,932 2,932
======= ====== ====== ======
Basic income (loss) per share:
Continuing operations............ $ .08 .04 (.19) (1.87)
Discontinued operations.......... (.16) (.16) (.15) (.57)
Net income (loss)................ $ (.08) (.12) (.34) (2.44)
Diluted income (loss) per share:
Continuing operations............ $ .08 .04 (.19) (1.87)
Discontinued operations.......... (.16) (.16) (.15) (.57)
Net income (loss)................ $ (.08) (.12) (.34) (2.44)
F-18
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(8) QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE
DATA) (CONTINUED)
QUARTER ENDED
------------------------------------------------
FISCAL 1999 FEBRUARY 28 MAY 31 AUGUST 31 NOVEMBER 30
----------- ----------- -------- --------- -----------
Net sales........................... $17,776 22,900 24,522 27,761
======= ====== ====== ======
Gross profit........................ $ 8,094 7,867 9,074 10,579
======= ====== ====== ======
Income (loss) from continuing
operations, net of tax............ $ 604 327 565 1,644
Loss from discontinued operations... (1,190) (472) (1,710) (1,537)
------- ------ ------ ------
Net income (loss)................... $ (586) (145) (1,145) 107
======= ====== ====== ======
Weighted average shares:
Basic EPS......................... 2,964 2,965 2,966 2,966
Effect of stock options........... 8 9 32 12
------- ------ ------ ------
Diluted EPS....................... 2,972 2,974 2,998 2,978
======= ====== ====== ======
Basic income (loss) per share:
Continuing operations............. $ .20 .11 .19 .56
Discontinued operations........... (.40) (.16) (.58) (.52)
Net income (loss)................. $ (.20) (.05) (.39) .04
Diluted income (loss) per share:
Continuing operations............. $ .20 .11 .19 .55
Discontinued operations........... (.40) (.16) (.57) (.52)
Net income (loss)................. $ (.20) (.05) (.38) .03
(9) OPERATING LEASES
The Company occupies certain offices and uses certain equipment under
operating lease arrangements. Rent expense under such arrangements was
$1.2 million, $1.4 million, and $1.7 million in fiscal years 2000, 1999,
and 1998, respectively, and $.1 million in the one month ended
December 31, 1999.
The future minimum rental payments required under operating leases that
have initial or remaining noncancelable lease terms in excess of one year
as of December 31, 2000 are $1.2 million, $1.1 million, $.7 million,
$.6 million, and $.6 million in 2001 through 2005, respectively.
It is expected that in the normal course of business most leases that
expire will be renewed or replaced by leases on the same or similar
properties; thus, it is anticipated that future annual rent expense will
not be materially less than the amount shown for 2000.
(10) CONTINGENCIES
The Company has certain contingent liabilities resulting from litigation
and claims incident to the ordinary course of business. Management believes
that the probable resolution of such contingencies should not materially
affect the financial position or results of operations of the Company.
F-19
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(10) CONTINGENCIES (CONTINUED)
However, if adverse judgments are entered against the Company, the payment
of such judgments could have a material adverse effect on the Company's
liquidity.
On February 24, 1997, Chester Baranowski, the former President of Binks
Canada, brought suit against the Company seeking $4.55 million claiming
wrongful dismissal, breach of contract and non-payment of certain salary
and employee benefits. The Company has denied all substantive allegations
and filed a counterclaim on November 28, 1997 against Baranowski for breach
of fiduciary duty and conspiracy with Burke B. Roche to injure the Company.
The case went to trial in the Superior Court of Justice at Toronto, Canada
and reasons for judgement were issued January 12, 2000, on which date
Mr. Baranowski's claims against the Company were dismissed. His claim
against Binks Canada was allowed and he was awarded damages equal to
36 months' salary which Binks Canada estimates to be CND $410,844. He was
also required to repay to Binks Canada a loan less certain amounts that had
been forgiven under arrangements between him and the Company. The details
of the judgment have not yet been settled, and both parties are proceeding
with appeals. The judgement is stayed without security pending the
disposition of the appeals by the Ontario Court of Appeal.
As part of the original sale agreement with Illinois Tool Works (ITW),
dated August 31, 1998, the Company assigned and transferred to ITW all of
the accounts receivable related to the "Binks Business". The agreement
required the Company to repurchase such accounts receivable that were not
collected within 180 days. On September 23, 1999, the Company agreed to
repurchase certain receivables for approximately $1.0 million, which was
paid to ITW on September 28, 1999 and ITW transferred back to the Company
accounts receivable in the aggregate amount of approximately $3.7 million.
Through December 31, 2000, the Company had collected approximately
$.7 million of the accounts receivable. An allowance for an uncollected
amount of $.2 million was charged to loss from discontinued operations in
fiscal 2000.
The receivables repurchased from ITW and transferred back to the Company
include a receivable from Haden Drysys International Limited ("Haden"), a
United Kingdom corporation, in the amount of Pounds 434,885. On March 10,
2000, Haden filed an arbitration claim in the International Court of
Arbitration of the International Chamber of Commerce in Paris, which
proceedings are being litigated in London, United Kingdom, against Binks
Limited ("Binks UK"), a former subsidiary of the Company that was sold to
ITW as part of the sale of the Binks Business, in the amount of
approximately Pounds 3,300,000. The claim alleges that Binks UK breached
its agreements with Haden relating to automotive paint shop equipment for
an automobile plant. Pursuant to the original sale agreement with ITW, the
Company has agreed to indemnify ITW with respect to the claim and to assume
the defense of the claim on behalf of ITW. On April 13, 2000, the Company
filed an answer denying the claim and a counterclaim seeking to collect the
receivable.
On June 21, 2000, ten former executive employees of the Company filed suit
against the Company and ITW claiming breach of certain retirement contracts
by the Company, which include provisions for the payment of certain medical
insurance expenses by the Company on behalf of the retirees pursuant to the
terms of the contracts. The action alleges that the Company improperly
amended the terms of the contracts to provide for the payment of 10% of
such retirees' medical insurance expense versus the 90% reimbursement that
the plaintiffs claim the Company originally contracted to pay. The
plaintiffs filed a declaratory judgement action in the Circuit Court of
Cook County,
F-20
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
AND NOVEMBER 30, 1999 AND 1998
(10) CONTINGENCIES (CONTINUED)
Illinois asking the court to make a determination as to whether the Company
properly amended the contracts, and asking the court to reinstate the
contracts as originally executed. The plaintiffs are seeking unspecified
damages. The Company removed the action to the United States District Court
for the Northern District of Illinois since plaintiffs action is governed
by the Employee Retirement Income Security Act of 1974 ("ERISA").
Subsequent to the removal of the action, plaintiffs filed an amended
complaint. Plaintiff's amended complaint asserts claims for violations of
ERISA, breach of fiduciary duty and breach of federal common law. The
plaintiffs seek injuctive relief, damages and request the court to clarify
plaintiffs' future rights, if any, to benefits under the contracts. The
Company and ITW have filed an answer and affirmative defenses to the
amended complaint. The parties have exchanged written discovery responses
and are currently scheduling oral discovery.
As of December 31, 2000, the Company or one of its predecessors was a
defendant in approximately 130 lawsuits filed in various state courts in
Texas on behalf of approximately 746 plaintiffs. There are also five
similar cases originally filed in the Mississippi state courts. The
plaintiffs claim to have contracted diseases, mainly silicosis, as a result
of occupational exposure to dust and other harmful substances. Each of
these cases names numerous defendants, typically more than 50. The
defendants are producers or manufacturers of raw materials, industrial
equipment, safety equipment and other products which allegedly caused or
contributed to the plaintiffs' claimed illnesses.
Virtually all of the claims asserted against Sames concern respiratory
equipment distributed or allegedly manufactured by Sames. Plaintiffs
contend that they used such equipment during their employment history and
that said equipment did not work as it should have, or inadequate warnings
or instructions were provided, allowing plaintiffs to inhale dust and other
harmful substances. Sames has an agreement wth one manufacturer of certain
products distributed by Sames under which the manufacturer pays all defense
and indemnity costs of Sames if the plaintiff identifies a respirator made
by the manufacturer as a product which allegedly contributed to the
plaintiff's illness.
Under the 1998 sale agreement with ITW, Sames retained responsibility for
all product liability claims except those arising from products sold after
the closing date of the sale. To date, each of the silicosis claims against
Sames arises from products sold prior to the closing date, so that Sames
retains responsibility for all of them. To date, the Company's insurers
have defended and paid agreed upon settlements.
(11) REPURCHASE AND RETIREMENT OF CAPITAL STOCK
On September 15, 1999 the Company announced a share repurchase program
authorizing the Company to repurchase up to 150,000 shares of its
outstanding common stock. The shares will be repurchased from time to time
in the open market as market conditions warrant. Under the terms of the
repurchase program, the shares may be reissued to employees under the
Company's stock option and employee stock purchase plan. Through
December 31, 2000, the Company repurchased a total of 37,000 shares at a
cost of $.6 million and a total of 4,631 shares were reissued to employees
at a cost of $.1 million under the Company's employee stock purchase plan
(see Note 7).
F-21
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
1999 AND NOVEMBER 30, 1999 AND 1998
(12) STOCK OPTION PLAN
During fiscal 1996, the Company established a stock option plan. The plan
provides for the granting of stock options to key employees and directors
to purchase a maximum of 300,000 shares of the Company's common stock. All
options are granted at the fair market value on the date of grant,
generally have a ten-year term and vest at the rate of 25% per year.
Outstanding options become fully vested upon a change in control as defined
in the plan agreement.
Certain officers and directors of the Company were granted options to
purchase 125,000 shares at exercise prices ranging from $12.13 to $17.25
per share. These options became fully vested on September 28, 1998, the
date of grant. These options were granted under the authority of the Board
of Directors of the Company apart from the Company's 1996 stock option
plan.
Changes in options outstanding are summarized as follows:
WEIGHTED-
RANGE OF EXERCISE AVERAGE
OPTIONS PRICES EXERCISE PRICES
-------- ----------------- ---------------
Balance, November 30, 1997............ 122,050 $23.375-43.00 $28.47
Granted - fiscal 1998................. 155,100 12.125-45.25 17.70
Exercised - fiscal 1998............... (1,000) 23.375 23.375
Forfeited - fiscal 1998............... (46,050) 23.375-45.25 32.63
--------
Balance, November 30, 1998............ 230,100 $12.125-44.625 $20.40
Granted - fiscal 1999................. 35,500 14.875-18.125 17.40
Exercised - fiscal 1999............... (2,000) 12.125-14.875 13.50
Forfeited - fiscal 1999............... (24,700) 12.125-43.00 $22.44
--------
Balance, November 30, and December 31,
1999................................ 238,900 $12.125-44.625 19.80
Granted - fiscal 2000................. 97,100 13.00-16.00 14.52
Forfeited - fiscal 2000............... (20,600) 13.00-43.00 16.61
--------
Balance, December 31, 2000............ 315,400 $12.125-44.625 $18.38
========
Of the options outstanding at December 31, 2000, options on 233,300 shares
were exercisable at a weighted average price of $19.08 per share. At
November 30, 1999 and December 31, 1999, options on 204,075 shares were
exercisable at a weighted average price of $19.94 per share. At
December 31, 2000, there were 107,600 shares available for future grants
under the 1996 Plan. The
F-22
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
1999 AND NOVEMBER 30, 1999 AND 1998
(12) STOCK OPTION PLAN (CONTINUED)
following table summarizes information regarding stock options outstanding
and exercisable at December 31, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------------------------- -----------------------------
WEIGHTED AVERAGE WEIGHTED WEIGHTED
RANGE OF OPTIONS REMAINING LIFE AVERAGE OPTIONS AVERAGE
EXERCISE PRICES OUTSTANDING (IN YEARS) EXERCISE PRICES EXERCISABLE EXERCISE PRICES
--------------------- ----------- ---------------- --------------- ----------- ---------------
$12.13-23.38 301,800 8.3 $17.29 222,600 $17.97
$40.38-44.63 13,600 6.8 42.56 10,700 42.06
------- --- ------ ------- ------
Total options 315,400 8.1 $18.38 233,300 $19.08
======= === ====== ======= ======
Using the Black-Scholes model and the following assumptions, the estimated
weighted average fair value of options granted in fiscal 2000, 1999, and
1998 were $6.79, $7.42 and $8.85, respectively.
2000 1999
-------- --------
Risk-free interest rate................................... 5.4% 5.7%
Expected dividend yield................................... -- --
Expected volatility....................................... 42.4% 41.9%
Estimated lives of options (in years)..................... 5.0 5.0
===== =====
The Company has adopted the disclosure provisions of SFAS No. 123.
Accordingly, no compensation expense has been recognized for the stock
option activity. Had compensation expense for the Company's stock option
activity been calculated under the provisions of SFAS No. 123, both the
Company's loss from continuing operations would have decreased and net loss
for fiscal 2000 would have increased by $1.5 million, respectively. The net
loss per diluted share for continuing operations would have decreased and
the net loss per diluted share would have increased by $0.50 per share. The
Company's income from continuing operations for 1999 would have decreased
and its net loss for fiscal 1999 would have increased by $1.4 million,
respectively ($0.46 per share).
(13) LITIGATION SETTLEMENT COSTS
During fiscal 1998, the Company recorded specific costs and expenses that
were not directly related to the normal course of business of the
continuing operations of the Company. These costs and expenses related to
the settlement of a patent infringement lawsuit and associated litigation
expenses. Total costs were $10.7 million ($6.2 million, net of income tax
benefits).
(14) SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one segment, the manufacture and distribution of
electrostatic spray finishing and coating application equipment. The
Company's products are sold to customers in North America, South America,
Europe, Asia, Africa, and Australia. U.S. exports to third-party
F-23
SAMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
1999 AND NOVEMBER 30, 1999 AND 1998
(14) SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
customers are less than 10% of U.S. sales. No single customer accounts for
more than 10% of the Company's net sales.
The table below presents the Company's consolidated continuing operations
by country: United States; France; and Japan. Sales are presented by
originating area. Interarea transfers comprise transactions among the
Company and its subsidiaries in different geographic areas; these transfers
are eliminated in consolidation.
ONE MONTH
YEAR ENDED ENDED YEAR ENDED YEAR ENDED
DEC. 31, DECEMBER 31, NOV. 30, NOV. 30,
2000 1999 1999 1998
---------- ------------- ---------- ----------
Sales to unaffiliated customers (includes
exports):
United States................................... $21,560 1,666 25,883 33,718
Europe, primarily France........................ 54,657 3,060 62,395 81,810
Japan........................................... 4,647 297 4,681 6,843
------- ------ ------- -------
Interarea transfers from:
United States................................... -- -- 118
Europe, primarily France........................ 10,618 818 12,921 16,099
Eliminations.................................... (10,618) (818) (12,921) (16,218)
------- ------ ------- -------
Total......................................... $80,864 5,023 92,959 122,370
======= ====== ======= =======
Operating income (loss) including nonrecurring
charges:
United States................................... $ (699) (88) 123 (10)
Europe, primarily France........................ (1,920) (401) 5,268 (4,261)
Japan........................................... (329) (77) (761) (1,091)
------- ------ ------- -------
Total......................................... $(2,948) (566) 4,630 (5,362)
======= ====== ======= =======
Identifiable assets of continuing operations at
period end:
United States................................... $17,760 22,833 24,630 30,833
Europe, primarily France........................ 41,338 44,134 47,633 45,490
Japan........................................... 2,547 5,121 4,853 4,641
------- ------ ------- -------
Total......................................... $61,645 72,088 77,116 80,964
======= ====== ======= =======
F-24
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
3.1 Restated Certificate of Incorporation.(1)
3.2 Certificate of Amendment of Restated Certificate of
Incorporation.(2)
3.3 Certificate of Amendment of Restated Certificate of
Incorporation.(16)
3.4 By-laws of Sames Corporation, as Amended and Restated
through February 28, 2001.(3)
4.1 Amended and Restated Rights Agreement, dated as of February
2, 1990 and amended and restated as of January 21, 1991,
between the Company and Harris Trust and Savings Bank, as
successor rights agent.(4)
4.2 Second Amendment to Rights Agreement dated as of August 28,
1998, by and between the Company and Harris Trust and
Savings Bank.(10)
10.1(a)* Form of Executive Retirement Income Contracts between the
Company and certain key employees.(5)
10.1(b)* Form of Amendment to Executive Retirement Income Contract
for Doran J. Unschuld.(1)
10.2* Forms of Employment Security Agreements between the Company
and certain key employees.(1)
10.3* Form of Insurance Maintenance Agreement between the Company
and each of its directors and officers.(1)
10.4* Sames Corporation Amended and Restated 1996 Stock Option
Plan.(17)
10.5* Form of Bonus Agreements between the Company and certain
executive officers and key employees.(7)
10.6 Settlement Agreement and Mutual Releases dated June 11,
1998, by and among the Company, Continental Partners Group,
Inc. and Schiff, Hardin & Waite.(8)
10.7 Patent License and Settlement Agreement dated as of July 10,
1998 by and among the Company, Sames, S.A., Sames
Electrostatic, Inc., Behr Systems, Inc. and Durr Systems,
GmbH.(8)
10.8* Consulting Agreement dated as of October 1, 1998 by and
between the Company and The Dratt-Campbell Company.(9)
10.9 Agreement of Purchase and Sale of Assets and Stock dated
August 31, 1998, by and between the Company and Illinois
Tool Works Inc.(10)
10.10 Amendment to Agreement of Purchase and Sale of Assets and
Stock dated as of September 30, 1998, by and between the
Company and Illinois Tool Works Inc. (11)
10.11 Settlement Agreement and Mutual Release dated as of February
12, 1999 by and between the Company and CWA Investment
Company, L.L.C.(12)
10.12 Financing Agreement dated as of October 21, 1998 by and
between The CIT Group/ Business Credit, Inc. and Sames
Electrostatic, Inc.(12)
10.13 Guaranty Agreement dated as of October 21, 1998 by and
between The CIT Group/ Business Credit, Inc. and the
Company.(12)
10.14 Stock Pledge Agreement dated February 19, 1999 by and
between The CIT Group/ Business Credit, Inc. and the
Company.(12)
10.15 Letter Agreement dated February 19, 1999 by and between The
CIT Group/Business Credit, Inc. and the Company.(12)
10.16* First Amendment to Consulting Agreement dated as of March
30, 1999 by and between the Company and the Dratt-Campbell
Company.(13)
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
10.17 Amended and Restated Product Supply Agreement between Sames,
S.A., Sames North America, Inc., the Company and Fanuc
Robotics North America, Inc., dated April 29, 1999.(14)
10.18 First Amendment to Financing Agreement between The CIT
Group/Business Credit, Inc. and Sames Electrostatic, Inc.,
dated May 25, 1999.(14)
10.19 Settlement Agreement, dated September 23, 1999, by and
between Illinois Tool Works Inc. and the Company.(15)
10.20 Assignment of Accounts Receivable, dated as of September 23,
1999, by and between Illinois Tool Works Inc. and the
Company.(15)
10.21* Sames Employee Stock Purchase Plan.(16)
10.22* Amended and Restated Consulting Agreement dated as of
January 30, 2001 by and between the Company and the
Dratt-Campbell Company.(3)
10.23* Form of Indemnity Agreement dated as of February 23, 2001 by
and between the Company and each of its directors.(3)
21.1 List of subsidiaries.(3)
23.1 Consent of KPMG LLP.(3)
------------------------
* Management contract or compensatory plan, contract or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
(1) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1993 and incorporated herein by reference.
(2) Filed as Exhibit 4.1 to the Company's registration statement on Form S-8
(File no. 333-30191) and incorporated herein by reference.
(3) Filed herewith.
(4) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1993 and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1995 and incorporated herein by reference.
(6) Filed as an exhibit to the Company's registration statement on Form S-8
(File no. 333-30191) and incorporated herein by reference.
(7) Filed as an exhibit to the Company's Form 10-Q for the period ended
February 28, 1998 and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Form 10-Q for the period ended May 31,
1998 and incorporated herein by reference.
(9) Filed as an exhibit to the Company's Form 10-Q for the period ended
August 31, 1998 and incorporated herein by reference.
(10) Filed as an exhibit to the Company's Current Report on Form 8-K dated
September 2, 1998 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Current Report on Form 8-K dated
September 30, 1998 and incorporated herein by reference.
(12) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1998 and incorporated herein by reference.
(13) Filed as an exhibit to the Company's Form 10-Q for the period ended
February 28, 1999 and incorporated herein by reference.
(14) Filed as an exhibit to the Company's Form 10-Q for the period ended
May 31, 1999 and incorporated herein by reference.
(15) Filed as an exhibit to the Company's Form 10-Q for the period ended
August 31, 1999 and incorporated herein by reference.
(16) Filed as an exhibit to the Company's registration statement on Form S-8
(file No. 333-92993) and incorporated herein by reference.
(17) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
November 30, 1999 and incorporated herein by reference.